UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark one)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended May 31, 2013

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________to

Commission File Number: 000-53164

Your Event, Inc.

(Exact name of registrant as specified in its charter)

Nevada		26-1375322
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

 

1601 Pacific Coast Highway Suite 250, Hermosa Beach, CA		90254
(Address of principal executive offices)		(Zip Code)

 

Telephone: 310-698-0728

(Registrant’s telephone number, including area code)

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company [X]

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

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section S 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of July 22, 2013, the registrant’s outstanding common stock consisted of 12,360,000 shares, $0.001 par value. Authorized – 70,000,000 common shares.

Table of Contents

Your Event, Inc.

Index to Form 10-Q

For the Quarterly Period Ended May 31, 2013

 

PART I	Financial Information	3
ITEM 1.	Financial Statements	3
	Condensed Balance Sheets	3
	Unaudited Condensed Statements of Operations	4
	Unaudited Condensed Statements of Cash Flows	5
	Notes to the Unaudited Condensed Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	16
ITEM 4T.	Controls and Procedures	17
PART II	Other Information	20
ITEM 1.	Legal Proceedings	20
ITEM 1A.	Risk Factors	20
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
ITEM 3	Defaults Upon Senior Securities	20
ITEM 4	Submission of Matters to a Vote of Security Holders	20
ITEM 5	Other Information	20
ITEM 6	Exhibits	21
	SIGNATURES	22

 

2

 

 

Part I. Financial Information

 

Item 1. Financial Statements

Your Event, Inc.

(A Development Stage Company)

Condensed Balance Sheets

 

				May 31, 2013		August 31, 2012
		ASSETS		(Unaudited)		(Audited)
Current assets:
	Cash			$                 212,392		$                 127,988
	Prepaid expense			16,299		34,560
	Accounts receivable			783		-
	Deposits			3,830		-
		Total current assets		233,304		162,548
Fixed assets:
	Intangible asset, net accumulated depreciation
		of $692		2,868
	Furniture and equipment, net
		accumulated depreciation of $2,933		44,680		-
		Total fixed assets		47,549		-
TOTAL ASSETS				$                 280,853		$                 162,548
		LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued liabilities			$                    13,749		$                     4,100
	Accounts payable - related party			6,500		-
	Due to former stockholder			524,501		524,501
	Due to officer			-		125,818
	Convertible note			470,244		-
	Loan payable			36,752		-
	Interest payable			3,622		-
		Total current liabilities		1,055,368		654,419
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			12,360		11,000
		authorized, 12,360,000 and 11,000,000 issued and
		outstanding as of 5/31/13 and 8/31/12,
		Respectively
	Additional paid-in capital			395,390		124,750
	Deficit accumulated during development stage			(1,182,265)		(627,621)
		Total stockholders' equity		(774,515)		(491,871)
TOTAL LIABILITIES AND STOCKHOLDERS'
	EQUITY			$                 280,853		$                 162,548

 

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

3

Your Event, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

 

			For the three months ending   May 31, 2013		For the three months ending   May 31, 2012		For the nine months ending   May 31, 2013		For the nine months ending   May 31, 2012		From October 30, 2007 (inception) to May 31, 2013
Revenue			$               -		$               -		$               -		$               -		$                      -
Expenses:
	Acquisition costs		-		-		-		-		343,484
	Accounting fees		3,010		9,500		27,764		72,205		143,013
	Advertising		5,000		-		5,000		-		6,054
	Operating expenses		141,391		316,618		336,375		342,968		484,650
	Operating expenses - related party		19,000		-		54,058		9,559		73,617
		Total operating expenses	168,401		326,118		423,197		424,732		1,050,818
Other expenses:
	Foreign exchange loss		-		-		207		-		207
	Interest expense		2,622		-		6,205		-		6,205
	Loss on investment		-		-		125,035		-		125,035
		Total other expenses	2,622		-		131,447		-		131,447
Net (Loss)			$ (171,023)		$ (326,118)		$ (554,644)		$ (424,732)		$     (1,182,265)
Weighted average number of common
	shares outstanding- basic		11,473,043		11,000,000		11,159,414		11,000,000
Net loss per share			$      (0.01)		$       (0.03)		$       (0.05)		$       (0.04)

 

 

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

 

4

 

Your Event, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

 

			For the nine months ending May 31, 2013		For the nine months ending May 31, 2012		From October 30, 2007 (inception) to May 31, 2013
OPERATING ACTIVITIES
Net loss			$    (554,644)		$   (424,732)		$          (1,182,265)
Adjustment to reconcile net loss to net cash
	used by operating activities:
	Changes in operating assets and liabilities:
		Accounts receivable	(783)		-		(783)
		Depreciation	3,625		-		3,625
		Deposits	(3,830)		-		(3,830)
		Prepaid expense	18,260		(53,318)		(16,300)
		Accounts payable	9,649		3,667		13,749
		Accounts payable - related party	6,500		-		6,500
		Accrued expense	-		(5,000)		-
		Interest payable	3,622		-		3,622
Net cash (used) by operating activities			(517,601)		(479,383)		(1,175,682)
INVESTING ACTIVITIES
	Purchase of furniture and equipment		(51,173)		-		(51,173)
Net cash (used) by investing activities			(51,173)		-		(51,173)
FINANCING ACTIVITIES
Proceeds from sale of common stock			-		-		15,000
Due to related party			616,426		-		742,244
Bank loan			36,752		-		36,752
Advances from former stockholder			-		477,679		524,501
Contribution to capital			-		-		120,750
Net cash provided by financing activities			653,178		477,679		1,439,247
NET INCREASE IN CASH			84,404		(1,704)		212,392
CASH - BEGINNING OF THE PERIOD			127,988		2,309		-
CASH - END OF THE PERIOD			$       212,392		$            605		$                212,392
SUPPLEMENTAL DISCLOSURES:
Interest paid			-		-		-
Income taxes paid			-		-		-
Non-cash transactions	Stock issued for repayment of debt		272,000		-		272,000

 

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

 

5

Your Event, Inc.

(A Development Stage Company)

Notes to the Condensed Unaudited Financial Statements

May 31, 2013

(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 2012 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, 2013 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, 2012 audited financial statements. The results of operations for the periods ended May 31, 2013 and May 31, 2012 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, 2013, the Company has not recognized any revenues and has accumulated operating losses of $1,182,265 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.

 

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.

 

6

 

Your Event, Inc.

(A Development Stage Company)

Notes to the Condensed Unaudited Financial Statements

May 31, 2013

(Unaudited)

 

Intangible assets

The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-50 (“ASC 350-50”), “Intangibles – Goodwill and Other” to determine the method of amortization of its intangible assets. The Company’s intangible assets are capitalized at historical cost and are amortized over their useful lives.

 

Inventory

The Company is a wholesaler/distributor that receives orders from clients and then places the order needed from the factory supplier. Merchandise is then shipped directly from the factory supplier to the client. Part of the orders are purchased directly by the client upon delivery, with the remainder on consignment.

 

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 – RELATED PARTY BALANCES AND TRANSACTIONS

 

The Company received funding from its former majority stockholder to fund the operating costs of the Company. Advances received from this stockholder amounted to $524,501 as of May 31, 2013. The debt is due upon financial stability and ability to cash flow payments.

 

An officer of the Company loaned the Company $979,275. In December, 2012, $739,375 of this debt was converted into a Convertible Note due and payable on December 31, 2014. The $240,000 difference in loans were converted under a separate arrangement. Interest on the unpaid principal balance of this Note shall be calculated at the rate of one point five percent (1.5%) per annum with accrued and unpaid interest being payable on the Maturity Date. The Note Holder may elect to convert all or part of the principal of this Convertible Note and any accrued and unpaid interest at any time before December 31, 2014. The conversion price shall be at a price of $0.20 per unregistered restricted common share. The Company has analyzed the Convertible Note for a beneficial conversion feature and found that no beneficial conversion feature should be recognized, as both the stock price on the commitment date and the conversion price are the same.

 

On April 30, 2013, the Board authorized the conversion of $270,561.34 principal debt and $1,438.66 interest to 1,360,000 restricted common shares of the Company. In addition, the sum of $1,062.35, representing the outstanding interest owed on the December 2012 notes, was paid.

 

 

7

Your Event, Inc.

(A Development Stage Company)

Notes to the Condensed Unaudited Financial Statements

May 31, 2013

(Unaudited)

 

NOTE 6 – ADJUSTMENT TO PRIOR PERIOD

 

During the quarter ended November 30, 2012, the Company made an error that recorded the assignment of newly acquired shares to the two officers in order to return the loans from them. Management did not believe this was material to be restated in the prior quarter, and this error has been corrected by debiting the account “Due to Officer” by $240,000 and crediting “Legal fees” by $240,000. The following shows the accounts before and after the adjustment:

 

Balance Sheet

		As filed for the three months ended November 30, 2012		As adjusted		Difference
Current liabilities:
Loan payable - related party		510,561		270,561		(240,000)
Total current liabilities		1,058,998		818,998		(240,000)
Stockholders equity:
Deficit accumulated during development stage		(1,117,099)		(877,199)		240,000
Total stockholders' equity		(981,349)		(741,349)		240,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		77,649		77,649		-

 

Statement of Operations

		As filed for the three months ended November 30, 2012		As adjusted		Difference
Expenses:
Operating expenses		341,326		101,326		(240,000)
Total operating expenses		363,426		123,426		(240,000)
Net (loss)		(489,478)		(249,478)		240,000
Net loss per share		(0.04)		(0.02)		0.02

 

This $240,000 reduction in expense had the effect of reducing operating expenses from $363,426 to $123,426, net loss from $(489,478) to $(249,478) and net loss per share from $(0.04) per share to $(0.02) per share.

 

8

 

Your Event, Inc.

(A Development Stage Company)

Notes to the Condensed Unaudited Financial Statements

May 31, 2013

(Unaudited)

 

 

NOTE 7 – SUBSIDIARY

 

On September 3, 2012, the Company incorporated a newly formed a wholly-owned subsidiary, named YEVN JAPAN, Inc., in Japan. The Company’s management formed this subsidiary in order to facilitate the future business operations in Japan. The proposed focus of this new subsidiary was to plan, operate and administer major events in Japan, not limited to conducting public exhibitions.

 

On October 12, 2012, the Company moved its corporate headquarters from Intex Bldg. 2F, 2-7-11 Nishi Gotanda, Shinagawa-Ward, Tokyo, Japan 141-0031 to 1601 Pacific Coast Highway Suite 250, Hermosa Beach, CA 90254. Management believes California is where the new business opportunity lies for the Company. Management is currently working to establish and grow its business there. Upon moving its corporate headquarters to California, management concluded the Company no longer needed a subsidiary in Japan. Prior to closing the subsidiary, all liabilities were settled and the subsidiary had no assets.

 

 

NOTE 8 – LOAN PAYABLE

 

On February 15, 2013 the Company entered into a Promissory Note with a bank for the principal amount of $40,000. Interest on the unpaid principal balance of this Note shall be calculated at the rate of two point five seven percent (2.57%) per annum with a Maturity Date of February 15, 2016. Payments of $1,156.20 are due monthly until the Maturity Date. This Note may be paid earlier than due without penalty. The Company’s Certificates of Deposit in an amount equal to the principal have been used as collateral on this Note.

 

 

NOTE 9 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through July 22, 2013, 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

 

Forward-Looking Information

 

This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" 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 Quarterly Report on Form 10-Q. 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-Q 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 Quarterly Report on Form 10-Q. 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. In this Form 10-Q, the "Company," "we," "us," and "our" refer to Your Event, Inc. unless the context otherwise requires.

 

Critical Accounting Policies

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual report on Form 10-K for the fiscal year ended August 31, 2012.

 

 

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.

 

At the Company’s inception, Your Event, Inc. focused on becoming an event planning company primarily serving the Las Vegas, Nevada market. Its goal included the planning of 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.

 

 

 

 

10

 

 

The company recently entered into a Distribution Agreement with Sanrio, a Japanese company, as their exclusive wholesaler and distributor of Hello Kitty apparel and hard goods that will be sold through a licensing agreement with the Major League Baseball ("MLB") teams, initially in California. The co-branded products are to be approved by MLB and Sanrio, then manufactured by Sanrio. In accordance with the Distribution Agreement, sales of such products are limited to the following retail channels:

 

a)      Retail stores on the premise of "MLB" ballparks;

b)      Retail stores owned by and directly controlled by MLB;

c)      Online stores directly operated by MLB

 

The Company’s website is: http://yevn.us

 

Products

 

YEVN plans to market and sell Hello Kitty apparel and merchandise at a wide range of retail sales prices. The apparel products consist of:

 

·         T-Shirts

·         Outerwear

·         Fleece Jackets

·         Adjustable Baseball Caps (baseball caps that are sized, fitted and adjustable)

 

The Company also plans to market and sell Hello Kitty hard goods that consist of:

 

·         tote bags

·         coin purses

·         cell phone covers

·         pins

·         ball point pens

·         eyeglass frames

·         plush seat cushions

·         plush dolls

·         keychains

·         stickers, all with the Hello Kitty likenesses.

 

Distribution Plan

 

The Company plans to market its products at multiple price points which will open channels of products to a broad range of consumers. The Company has become a licensee and supplier of a brand name product. Management’s strategy is to seek other sports licenses that will enable the Company to offer a range of products targeting different price points and different distribution channels.

 

11

 

The Company’s headquarters in California provide the liaison offices with production orders stating the quantity, quality, delivery time and types of products to be produced. We assist in the negotiation and placement of orders with manufacturers. In allocating production among independent suppliers, we consider a number of criteria, including, but not limited to, quality, availability of production capacity, pricing and ability to meet changing production requirements.

 

The manufacture of the substantial majority of our products is performed manually. A pattern is used in cutting fabric to panels that are assembled in the factory. All sub-materials are also added at this time. The products are inspected throughout this process to insure that the design and quality specifications of the order are being maintained as the garment is assembled. After pressing, cleaning and final inspection, the product is labeled and ready for shipment.

 

Our company is solely responsible for all matters pertaining to the conceptual design and development of all merchandise co-branded between Hello Kitty Merchandise and Major League Baseball, however the final approvals on these designs and products lies with Major League Baseball and Sanrio, the Licensors.

 

As is customary, we have not entered into any long-term contractual arrangements with any vendor or manufacturer. We believe that the production capacity of foreign manufacturers with which we have developed, or are developing, a relationship is adequate to meet our production requirements for the foreseeable future.

 

A majority of all finished goods manufactured for us is drop-shipped to our customers and/or distribution facilities or to designated third party facilities for final inspection and allocation. The goods are delivered to our customers by independent shippers. We choose the form of shipment (principally ship, truck or air) based upon a customer’s needs, cost and timing considerations.

 

Marketing and Distribution

 

Our products will be sold primarily to sports stores owned and operated by major league baseball teams in the United States. We will initially be selling products to the major league baseball teams in California.

 

Seasonality

 

We anticipate that retail sales of our products will be seasonal in nature. Sales of sports apparel will constitute a significant portion of our sales. Since our primary customers will consist of major league baseball teams, we expect during the off-season, we will generate limited revenues as compared to when the baseball season is in session

 

12

 

Competition

 

We have numerous competitors with respect to the sale of our products, including distributors that import products from abroad and domestic retailers with established foreign manufacturing capabilities. Some of our competitors have greater financial and marketing resources and greater manufacturing capacity than we do. In addition, many of these competitors have significantly greater experience than we do in their respective fields. We also compete with vertically integrated manufacturers that also own retail stores. Our retail business competes against a diverse group of retailers, including, among others, other outlet stores, department stores, specialty stores, warehouse clubs and e-commerce retailers. Sales of our products are affected by style, price, quality, brand reputation and general fashion trends.

 

Employees

 

The Company has no employees and five Directors, three of whom are also Officers of the Company. Our Officers perform all of the job functions for the Company. The Company has no intention at this time to add employees until it can become a profitable entity. The Company from time to time may retain independent consultants in connection with its operations.

 

Properties

 

Our offices are currently located at 1601 Pacific Coast Highway Suite 250, Hermosa Beach, CA 90254. Management believes that its current leased facilities are adequate for its needs through the next twenty-four months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard.

 

 

Your Event, Inc.'s Funding Requirements

 

Management believes the Company will require additional funding to sustain its operations. There is no assurance that we will have sufficient 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.

 

 

 

 

 

 

 

13

 

Results of Operations for the quarter ended May 31, 2013

 

Revenues

 

Since inception on October 30, 2007, the Company has generated no revenues.

 

During the quarter ended May 31, 2013, the Company had unaudited $212,392 in cash and a prepaid expense of $16,299, accounts receivable of $783, and deposits of $3,830 for a total current assets of $233,304 as compared to audited cash of $127,988 and $34,560 in prepaid expenses for total current assets of $162,548 for the year ended August 31, 2012.

 

During the three months ended May 31, 2013, the Company had total operating expenses of $168,401, as compared to total operating expenses of $326,118 for the same period last year. The difference in expenses represented operating expenses of $141,391, accounting fees of $3,010 and advertising expenses of $5,000. The net loss for the three months ended May 31, 2013 was $(171,023) versus a net loss of $(326,118) for the same period last year.

 

During the nine months ended May 31, 2013, the Company had total operating expenses of $423,197, as compared to total operating expenses of $424,732 for the same period last year. The decrease in expenses represented operating expenses of $336,375, accounting fees of $27,764, advertising fees of $5,000 and operating expenses - related party of $54,058. The net loss for the nine months ended May 31, 2013 was $(554,644) versus a net loss of $(424,732) for the same period last year. Since inception on October 30, 2007, the Company has incurred total operating expenses of $1,050,818 and a net loss of $(1,182,265) through the period ended May 31, 2013.

 

The Company used net cash in operations of $(517,601) and $(1,175,682) during the nine month period ended May 31, 2013 and the period from inception to May 31, 2013, respectively, net cash in investing activities to purchase furniture and equipment of $(51,173) during the nine month period ended May 31, 2013; and generated cash of $653,178 and $1,439,247 from financing activities during the nine month period ended May 31, 2013 and the period from inception to May 31, 2013, respectively. The funds generated from financing activities were from related party financing, advances from a former stockholder and bank loan.

 

 

 

 

14

 

 

Plan of Operation

 

Management does not believe that the Company will be able to generate any significant profit during the coming year. The Company's need for capital may change dramatically if it can generate revenues from its operations. 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 funding 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 $(1,182,265) since its inception on October 30, 2007 through the period ended May 31, 2013. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations. (See Financial Footnote 2.)

 

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, 2013, 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.

 

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Liquidity and Capital Resources

 

As of May 31, 2013, the Company had total current assets of $233,304 and total current liabilities of $1,055,368. The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. 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 generate revenues or 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. No assurances can be given that any new financing can be obtained to future the Company's business plan.

 

No officer or director received stock options or other non-cash compensation since the Company's inception through May 31, 2013. The Company has no employment agreements in place with its officers.

 

 

Off-Balance Sheet Arrangements

 

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

to investors.

 

Critical Accounting Policies and Estimates

 

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

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required for smaller reporting companies.

 

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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:

 

·         pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

·         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

 

·         provide reasonable assurance regarding prevention or timely detection of unauthorized aacquisition, use or disposition of our assets that could have a material effect on our financial statements

 

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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 May 31, 2013. 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 May 31, 2013.

 

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 quarter ended May 31, 2013. 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.

 

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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:

 

We have just appointed one outside director to our board of directors 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.

 

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.

 

 

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PART II. OTHER INFORMATION

 

Item 1 -- Legal Proceedings

 

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

 

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

 

 

Item 1A - Risk Factors

 

See Risk Factors set forth in Company's Current Report on Form 8-K, dated June 4, 2013, and filed with the Commission on June 11, 2013, and the discussion in Item 1, above, under "Liquidity and Capital Resources."

 

 

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

 

On April 30, 2013, the Board authorized the conversion of $270,561.34 principal debt and $2,162.81 interest to 1,360,000 restricted common shares of the Company.

 

Item 3 -- Defaults Upon Senior Securities

 

None.

 

 

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

 

None.

 

 

Item 5 -- Other Information

 

 

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Item 6 -- Exhibits

 

 

Exhibit Number		Ref		Description of Document
31.1				Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2				Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2				Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

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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, Inc. Registrant
Date: July 22, 2013	/s/ Masaya Konishi
	Name: Masaya Konishi
	Title: Chief Executive Officer, Director

 

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