UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2012

 

OR

 

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission file number: 0-53164

 

YOUR EVENT, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 26-1375322

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

 

4-22-10 Ebisu, Shibuya-ku Tokyo, Japan 1500013

(Address of principal executive offices)(Zip Code)

Issuer's telephone number, including area code: 81-3-3478-2830

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to

such filing requirements for the past 90 days. Yes |_| No |X|

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one).

 

Large accelerated filer |_| Accelerated filer |_|

Non-accelerated filer |_| Smaller Reporting Company |X|

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|

 

As of July 16, 2012, the registrant has outstanding common stock consisting of 11,000,000 shares, $0.001 Par Value. Authorized - 70,000,000 common voting shares.

 

1

Table of Contents

Your Event, Inc.

Index to Form 10-Q

For the Quarterly Period Ended May 31, 2012

 

PART I	Financial Information	3
ITEM 1.	Financial Statements	3
	Balance Sheets	3
	Unaudited Statements of Operations	4
	Unaudited Statement of Stockholders’ Deficit	5
	Unaudited Statements of Cash Flows	6
	Notes to the Unaudited Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	14
ITEM 4T.	Controls and Procedures	14
PART II	Other Information	17
ITEM 1.	Legal Proceedings	17
ITEM 1A.	Risk Factors	17
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
ITEM 3	Defaults upon Senior Securities	17
ITEM 4	Submission of Matters to a Vote of Security Holders	17
ITEM 5	Other Information	18
ITEM 6	Exhibits	18
	SIGNATURES	19

 

2

 

Part I. Financial Information

 

Item 1. Financial Statements

 

Your Event, Inc.

(A Development Stage Company)

Balance Sheets

 

				May 31, 2012		August 31, 2011
ASSETS				Unaudited		Audited
Current assets:
	Cash			$                    605		$               2,309
	Prepaid expenses			53,977		659
		Total current assets		54,582		2,968
TOTAL ASSETS				54,582		2,968
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Accounts payable			7,167		3,500
	Accrued expenses			-		5,000
	Advances from controlling stockholders			477,679		-
		Total current liabilities		484,846		8,500
Stockholders' equity:
	Preferred stock, $0.001 par value, 5,000,000			-		-
		shares authorized, none issued and outstanding
	Common stock, $0.001 par value, 70,000,000			11,000		11,000
		shares authorized, 11,000,000 issued
		and outstanding
	Additional paid-in capital			124,750		124,750
	Deficit accumulated during development stage			(566,014)		(141,282)
		Total stockholders' deficit		(430,264)		(5,532)
TOTAL LIABILITIES AND STOCKHOLDERS'
	DEFICIT			$               54,582		$               2,968

 

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

 

3

 

 

Your Event, Inc.

(A Development Stage Company)

Statements of Operations

(Unaudited)

 

			For the three months ended      May 31, 2012		For the three months ended      May 31, 2011		For the nine months ended      May 31, 2012		For the nine months ended      May 31, 2011		October 30, 2007 (inception) to   May 31, 2012
Revenues			$                 -		$                -		$                -		$                -		$                 -
	Total revenues		-		-		-		-		-
Expenses:
	Advertising		-		-		-		-		1,054
	Auditing and accounting fees		9,500		1,500		72,205		3,020		109,015
	Operating expenses		316,618		681		342,968		71,071		436,386
	Operating expenses, related party		-		-		9,559		-		19,559
	Total expenses		326,118		2,181		424,732		74,091		566,014
Net loss before income taxes			(326,118)		(2,181)		(424,732)		(74,091)		(566,014)
Income tax benefit			-		-		-		-		-
Net loss			$    (326,118)		$       (2,181)		$   (424,732)		$     (74,091)		$     (566,014)
Weighted average number of common shares outstanding -
	basic and diluted		11,000,000		11,000,000		11,000,000		11,000,000
Net loss per share – basic and diluted			$          (0.03)		$         (0.00)		$         (0.04)		$         (0.01)

 

 

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

 

 

4

 

Your Event, Inc.

(A Development Stage Company)

Statement of Stockholders’ Deficit

 

										Additional				Total
						Common Stock				Paid-in		Accumulated		Stockholders'
						Shares		Amount		Capital		Deficit		Equity
Balance at August 31, 2011 (Audited)						11,000,000		$     11,000		$   124,750		$  (141,282)		$         (5,532)
Net loss												(424,732)		(424,732)
Balance at May 31, 2012 (Unaudited)						11,000,000		$     11,000		$   124,750		$  (566,014)		$     (430,264)

 

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

 

5

 

Your Event, Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

 

			For the three months ended      May 31, 2012		For the three months ended      May 31, 2011		For the nine months ended      May 31, 2012		For the nine months ended      May 31, 2011		October 30, 2007 (inception) to   May 31, 2012
OPERATING ACTIVITIES
Net loss			$   (326,118)		$       (2,181)		$    (424,732)		$      (74,091)		$     (566,014)
Adjustments to reconcile net loss to net cash used in operating activities:
	(Increase) decrease in:
	Prepaid expenses		98,000		640		(53,318)		520		(53,977)
	Increase (decrease) in:
	Accounts payable		(2,524)		-		3,667		(40)		7,167
	Accrued expenses		-		-		(5,000)		(4,750)		-
Net cash used in operating activities			(230,642)		(1,541)		(479,383)		(78,361)		(612,824)
FINANCING ACTIVITIES
Proceeds from issuance of common stock			-		-		-		-		15,000
Advances from controlling stockholders			231,247		-		477,679		-		477,679
Contributed capital			-		-		-		-		120,750
Net cash provided by financing activities			231,247		-		477,679		-		613,429
NET CHANGE IN CASH			605		(1,541)		(1,704)		(78,361)		605
CASH AT BEGINNING OF PERIOD			-		3,857		2,309		80,677		-
CASH AT END OF PERIOD			$            605		$          2,316		$            605		$          2,316		$              605

 

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

 

6

 

 

 

Your Event, Inc.

(A Development Stage Company)

Notes to the Unaudited Financial Statements

May 31, 2012

(Unaudited)

 

 

NOTE 1 - FINANCIAL STATEMENTS

 

The financial data presented herein is unaudited and should be read in conjunction with the financial statements and accompanying notes included in the 2011 Annual Report on Form 10-K filed by Your Event, Inc. (which, unless the context requires otherwise, shall be referred to herein as the “Company”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at May 31, 2012 and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's August 31, 2011 audited financial statements. The results of operations for the periods ended May 31, 2012 and 2011 are not indicative of the operating results for the full year.

 

NOTE 2 - GOING CONCERN

 

These condensed financial statements have been prepared in accordance with U.S. GAAP applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of May 31, 2012, the Company has not recognized any revenues and has accumulated operating losses of $566,014 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for the acquisition of business across several industry sectors through the implementation of well-defined management strategies. While the Company is putting forth its best efforts to achieve these plans, there is no assurance that any such activity will generate funds that will be available for operations.

 

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

 

 

 

7

Your Event, Inc.

(A Development Stage Company)

Notes to the Unaudited Financial Statements

May 31, 2012

(Unaudited)

 

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

Critical Accounting Policies and Estimates

 

Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured.

 

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

NOTE 4 - 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 position and results of operations.

 

NOTE 5 - INCOME TAXES

 

Deferred income tax assets and liabilities are determined based on the differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, using enacted tax laws and rates in effect for the years in which the differences are expected to affect taxable income. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.

 

As of May 31, 2012 and August 31, 2011, noncurrent deferred tax assets, consisting of net operating losses, amounted to approximately $190,000 and $28,000, respectively. The Company has recorded a full valuation on these deferred tax assets as management estimates not being able to realize these deferred tax assets. The valuation allowance increased by approximately $149,000 and $22,000 during the nine-month period ended May 31, 2012 and year ended August 31, 2011, respectively.

 

 

 

8

 

 

Your Event, Inc.

(A Development Stage Company)

Notes to the Unaudited Financial Statements

May 31, 2012

(Unaudited)

 

 

At May 31, 2012 and August 31, 2011, the Company had no uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination for tax years since its inception.

 

NOTE 6 – RELATED PARTY BALANCES AND TRANSACTIONS

 

The Company received funding from its majority stockholder to fund the operating costs of the Company. Advances received from this stockholder amounted to $477,679 as of May 31, 2012.

 

One officer received compensation in the amount of $9,559 for the nine months ended May 31, 2012, recorded as operating expenses, related party.

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through July 16, 2012, the date on which the financial statements were available to be issued.

 

 

9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Results of Operations

 

Overview of Current Operations

 

Your Event, Inc. (the “Company” or the “Registrant”) was incorporated in the state of Nevada on October 30, 2007. We have not generated any revenue to date and we are a development stage company. On November 29, 2011, the Board of Directors of Your Event, Inc., appointed seven new directors. Prior to this appointment, the Board consisted of one member. Subsequent to this, the Board of Directors of Your Event, Inc., appointed new officers, all of whom are residents of Japan. The new management of the Company is seeking new business focus areas for the Company.

 

With the appointment of the new officers and directors, Your Event, Inc., has made a strategic shift in its focus, away from the event planning industry in Las Vegas. The Company is now an acquisition-oriented company that aims to maximize shareholder value by engaging in the development of assets and/or the acquisition of businesses across several sectors through the implementation of well-defined management strategies. Headquartered in Tokyo, the Company is focused on organic growth and expansion through mergers and acquisitions of Japanese companies. In pursuit of its objectives, Your Event seeks to combine the practical acquisition knowledge of a private equity firm with the management and operational expertise of seasoned industry veterans.

 

Our Business

 

We are a small, start-up company, and since our inception on October 30, 2007, we did not generate any revenues and have incurred a cumulative net loss of $566,014, through May 31, 2012.

 

The next twelve (12) months is dependent on the direction and execution of the Company’s future plans of management. The Company requires significant funding to achieve its business objectives of being able to acquire and manage Japanese businesses.

 

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; potential advances in research and development or exploration; the potential for growth and expansion; the likelihood of sustaining a profit within given time frames; the perceived public recognition or acceptance of products, services, trade or service marks; name identification; and other relevant factors.

 

 

10

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.

 

Industry Background

 

The Company plans for aggressive growth through acquisition and development by focusing on acquiring companies in Japan. Management will focus their acquisition efforts on value-added acquisitions of businesses across several sections, which are in need of re-positioning or re-capitalization in order to achieve desired returns upon project completion, project redevelopment or project repositioning. The Company prefers to acquire businesses outright.

 

Business Strategy

 

Your Event, Inc. is a developmental stage company. Your Event has brought together a high quality management team with strategically diverse backgrounds including asset acquisition, business consulting, beauty, IT and talent management to build a platform of Japanese businesses that allow for greater penetration into the Japanese market. This team will allow us to move forward as we strive to become the leader in acquiring and managing Japanese growth businesses that maximize returns for the investors.

 

Competition

 

Many of the Company's competitors include other investment companies seeking to acquire and grow Japanese businesses.

 

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

 

Your Event, Inc.'s Funding Requirements

 

We do not have sufficient capital to become fully operational. We will require additional funding to sustain operations. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business. Without additional funding, it is most likely that our business model will fail, and we shall be forced to cease operations.

 

The new management of Your Event, Inc. is currently accessing the funding requirements to build the new Company. Management will seek different funding sources in order to initiate its business plan.

 

11

Results of Operations for the Quarter Ended May 31, 2012

 

As of May 31, 2012, the Company had cash of $605 and prepaid expenses of $53,977, as compared to cash of $2,309 and $659 in prepaid expenses as of August 31, 2011.

 

During the three months ended May 31, 2012, the Company had total expenses of $326,118, as compared to total expenses of $2,181 for the same three-month period ended May 31, 2011. The increase in expenses is comprised of increases in auditing and accounting fees of $8,000 and operating expenses of $315,937. The net loss for the three months ended May 31, 2012 was $326,118, as compared to a net loss of $2,181 for the same period last year. Since inception on October 30, 2007, the Company has incurred total expenses of $566,014 through the period ended May 31, 2012.

 

Revenues

 

Since inception on October 30, 2007, the Company has not generated revenues.

 

Plan of Operation

 

Management does not believe that the Company will be able to generate any significant profit during the fiscal year ending August 31, 2012. 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.

 

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.

 

Going Concern

 

The Company experienced operating losses of $566,014 since its inception on October 30, 2007 through the period ended May 31, 2012. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations. (See Note 2 to the financial statements.)

 

12

Summary of Any Product Research and Development That We Will Perform for the Term of Our Plan of Operation

 

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

 

Expected Purchase or Sale of Plant and Significant Equipment

 

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

 

Significant Changes in the Number of Employees

 

As of May 31, 2012, we did not have any employees. We are dependent upon our officers and directors 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

 

As of May 31, 2012, the Company had current assets of $54,482 and current liabilities of $484,846. The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. Management has been seeking outside funding for the Company with little success. The current economic downturn has made it difficult to find new capital sources for the Company. No assurances can be given that any new financing can be obtained to future the Company's business plan. One officer received compensation in the amount of $9,559 for the nine months ended May 31, 2012. No other amounts were paid to officers or directors during this time period.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material

to investors.

 

 

Critical Accounting Policies and Estimates

 

Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured.

 

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

13

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required for smaller reporting companies.

 

Item 4T. 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, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, 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 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, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our 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 GAAP. Internal control over financial reporting includes those policies and procedures that:

 

o pertain to the maintenance of records that in reasonable detail accurately and fairly reflect

the transactions and dispositions of our assets;

 

o provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with GAAP, and that our receipts and expenditures are

being made only in accordance with authorizations of our management and our Board of

Directors; and

 

14

 

 

o provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of our assets that could have a material effect on our financial

statements

 

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. 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.

 

Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2011. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of August 31, 2011.

 

A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

 

1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

 

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the fiscal year ended August 31, 2011. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

 

15

 

Management Plan to Remediate Material Weaknesses

 

Management is pursuing the implementation of corrective measures to address the material weaknesses described above. 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:

 

The new officers and directors 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.

 

We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

reporting.

 

This quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report.

 

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.

 

 

16

PART II. OTHER INFORMATION

 

Item 1 - Legal Proceedings

 

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

 

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

 

Item 1A - Risk Factors

 

See Risk Factors set forth in Part I, Item 1 of the Company's Annual Report on Form 10K for the fiscal year ended August 31, 2011 and the discussion in Item 1, above, under "Liquidity and Capital Resources."

 

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3 - Defaults upon Senior Securities

 

None.

 

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

 

None.

 

 

17

Item 5 - Other Information

 

The Board of Directors of Your Event, Inc., appointed new directors and officers, all of whom are residents of Japan. Prior to this appointment, the Board consisted of one member.

 

Item 6 - Exhibits

 

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period Ending	Exhibit	Filing Date
3.1	Articles of Incorporation, as currently in effect		SB-2	11/30/07	3.1	1/18/08
3.2	By-laws Corrected By-laws		SB-2	11/30/07	3.2	1/18/08
10.1	Lock-up Agreement of Common Shared dated January 15, 2008		S-1		3.3	3/04/08
31.1	Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act	X
31.2	Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1	Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act	X
32.2	Certification of Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act	X

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

	Your Event Registrant
Date:  July 16, 2012	/s/ Masaya Konishi
	Name: Masaya Konishi
	Title: Chief Executive Officer and Director

 

 

 

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