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EX-31 - CERTIFICATION - JOEY NEW YORK, INC.ex31_2.htm
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EX-32.1 - CERTIFICATION - JOEY NEW YORK, INC.ex32.htm
EX-32.2 - CERTIFICATION - JOEY NEW YORK, INC.ex32_2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended May 31, 2014

 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from ____________ to ____________
 
Commission file number:  333-180954
 
Joey New York Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
 
68-0682410
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
Trump Tower I, 16001 Collins Ave. #3202,
 Sunny Isles Beach, FL 33160
(Address of principal executive offices)
 
(305) 948-9998
(Registrants telephone number, including area code)
 
_____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.  x Yes    o 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).  x Yes     o 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; as defined within Rule 12b-2 of the Exchange Act.
 
o
Large accelerated filer
 
o
Accelerated filer
 
o
Non-accelerated filer
 
x
Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   o Yes   x No
 
The number of shares outstanding of each of the issuer's classes of common equity as of July 14, 2014: 69,000,000 shares of common stock.
 
 
 
 


 
 
Contents
     
Part 1   
FINANCIAL INFORMATION
 
     
Item 1
Consolidated Financial Statements
 
     
   
   Condensed Consolidated Balance Sheets at May 31, 2014 and February 28, 2014
3
     
      
   Condensed Consolidated Statements of Operations for the three month periods ending May 31, 2014 and 2013 (unaudited)
4
     
 
   Condensed Consolidated Statements of Cash Flows for the three month periods ending May 31, 2014 and 2013 (unaudited)
5
     
 
   Notes to Condensed Consolidated Financial Statements (unaudited)
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
13
     
Item 4.
Controls and Procedures
13
     
Part II.
OTHER INFORMATION
 
     
Item 1   
Legal Proceedings
13
     
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
14
     
Item 3   
Defaults Upon Senior Securities
14
     
Item 4      
Mine Safety Disclosures
14
     
Item 5  
Other Information
14
     
Item 6
Exhibits
14
     
 
SIGNATURES
15

 
 
- 2 -

 

 
PART I - FINANCIAL    INFORMATION
 
Item 1 - Financial Statements

Joey New York, Inc.
 
Condensed Consolidated Balance Sheets
 
Unaudited
 
   
May 31,
   
December 31,
 
   
2014
   
2013
 
       
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 28     $ 2,205  
Accounts receivable, net of allowance for doubtful accounts of $0
    3,864       6,152  
Inventory
    94,629       98,661  
Total Current Assets
    98,521       107,018  
                 
Property and equipment, net of accumulated
               
depreciation of $3,696 and $3,151, respectively
    2,847       3,392  
                 
TOTAL ASSETS
  $ 101,368     $ 110,410  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current Liabilities
               
Accounts payable
  $ 42,730     $ 29,081  
Accrued expenses
    136,267       126,589  
Notes payable to related parties
    615,778       554,852  
Total Current Liabilities
    794,775       710,522  
                 
Debt due to related parties
    3,000,000       -  
                 
TOTAL LIABILITIES
    3,794,775       710,522  
                 
Stockholders' Deficit
               
Common stock: 1,500,000,000 authorized; $0.001 par value
               
69,000,000 and 69,000,000 shares issued and outstanding
    69,000       69,000  
Accumulated deficit
    (3,762,407 )     (669,112 )
Total Stockholders' Deficit
    (3,693,407 )     (600,112 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 101,368     $ 110,410  
 
See notes to financial statements
 
 
- 3 -

 
 
Joey New York, Inc.
 
Condensed Consolidated Statements of Operations
 
Unaudited
 
             
   
For the
 
   
Three Months Ended
 
   
May 31,
 
   
2014
   
2013
 
             
Revenues
  $ 20,416     $ 22,354  
Cost of sales
    8,426       8,246  
      11,990       14,108  
                 
Operating Expenses
               
Selling and marketing
    12,954       23,542  
Professional
    31,971       -  
General and administration
    78,393       33,205  
Depreciation and amortization
    327       325  
   Total operating expenses
    123,645       57,072  
                 
Net loss from operations
    (111,655 )     (42,964 )
                 
Other income (expense)
               
Interest expense
    (17,843 )     (1,068 )
   Total other income (expense)
    (17,843 )     (1,068 )
                 
Net loss before taxes
    (129,498 )     (44,032 )
                 
Income tax benefit
    -       -  
                 
Net loss
  $ (129,498 )   $ (44,032 )
                 
                 
                 
Basic and dilutive loss per share
  $ (0.00 )   $ (0.00 )
                 
Weighted average number of
               
shares outstanding
    69,000,000       69,000,000  
 
See notes to financial statements
 
 
- 4 -

 
 
Joey New York, Inc.
 
Condensed Consolidated Statements of Cash Flows
 
Unaudited
 
             
   
For the Three Months Ended
 
   
May 31,
 
   
2014
   
2013
 
  
           
 CASH FLOWS FROM OPERATING ACTIVITIES:
           
    Net loss
  $ (129,498 )   $ (44,032 )
 
               
 Adjustments to reconcile net loss to net cash
               
 provided by (used in) operating activities:
               
    Depreciation and amortization
    327       325  
 Changes in operating assets and liabilities:
               
 (Increase) decrease in operating assets:
               
    Accounts receivable
    (3,000 )     -  
    Inventory
    4,032       7,428  
 Increase (decrease) in operating liabilities:
               
    Accounts payable
    1,466       374  
    Accrued expenses
    61,150       8,258  
Cash flows from operating activities
    (65,523 )     (27,647 )
 
               
 CASH FLOWS FROM FINANCING ACTIVITIES:
               
   Proceeds from Loans
    65,431       21,850  
 Cash flows from financing activities
    65,431       21,850  
                 
 Net increase (decrease) in cash and cash equivalents
    (92 )     (5,797 )
 Cash and cash equivalents, beginning of period
    120       6,123  
 Cash and cash equivalents, end of period
  $ 28     $ 326  
                 
                 
 Supplemental cash flow information
               
 Cash paid for interest
  $ 3,066     $ 1,068  
 Cash paid for taxes
  $ -     $ -  
                 
 Non-cash transactions:
               
 Issuance of notes payable upon acquisition
  $ 3,000,000     $ -  
 
See notes to financial statements
 
 
- 5 -

 
 
Joey New York, Inc.
 
Notes to Condensed Consolidated Financial Statements

NOTE 1.  NATURE OF BUSINESS
 
ORGANIZATION
Joey New York, Inc. (“the Company”) was incorporated under the laws of the State of Nevada on December 22, 2011.  Effective August 27, 2013, the Board of Directors approved a name change to Joey New York, Inc.  On May 12, 2014, the Company acquired a Florida limited liability company, RAR Beauty, LLC, which distributes natural skin care and beauty products on the wholesale and retail levels selling products under the brand name of Joey New York.  The Company accounted for the acquisition as a reverse merger, whereby the operations of RAR Beauty, LLC are presented as the accounting acquirer. The Company’s headquarters is based in Sunny Isles Beach, Florida.   The Company seeks to increase market share and introduce its product line through multiple channel markets.  The Company’s fiscal year end is February 28.  Comparative balance sheet Information presented is of the accounting acquirer’s most recent audited statements December 31, 2013.
 
 
NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES
 
GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  For the three month period ended May 31, 2014 the Company has incurred a loss from operations of $129,498. The Company has a history of losses resulting in an accumulated deficit from operations totaling $675,863 since its inception.    The Company has negative working capital, in the amount of $696,254, as of May 31, 2014.  The Company intends to fund operations and continuing product development through debt and equity financing arrangements, which efforts may be insufficient to fund its capital expenditures, working capital and other cash requirements.  The Company cannot be certain that it will be successful in its efforts to attain such capital or that the terms of capital will be at acceptable terms.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the consolidated financial statements presented not misleading.  The results of operations for such interim periods are not necessarily indicative of operations for a full year.

USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. general accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FINANCIAL INSTRUMENTS
The Company’s balance sheet includes certain financial instruments, primarily, cash, accounts receivable, inventory, accounts payable, and debt to related parties. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
 
 
- 6 -

 

CASH
For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less.

ACCOUNTS RECEIVABLE
The company uses the reserve method of accounting for doubtful accounts. There were no bad debts as of May 31, 2014 and December 31, 2013. Based on prior experience no provision for doubtful accounts was deemed necessary.

CONCENTRATIONS AND CREDIT RISKS
The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of its cash and cash equivalents and accounts receivable.  

Cash - The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Receivables - The Company issues credit to its customers, based on their credit worthiness.  The Company does not have a long history with its customers, to base its credit history and therefore has credit risk.  The Company has not incurred bad debts and therefore has not set a provision for doubtful accounts.

INVENTORY
Inventory is stated at the lower of cost or market, determined by the first-in, first-out method.  Inventory consists solely of finished goods.

PROPERTY AND EQUIPMENT AND LONG-LIVED ASSETS
Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the assets, five years, utilizing the straight method.  Maintenance and repairs are expensed as incurred.  Expenditures which significantly increase value or extend useful asset lives are capitalized. When property or equipment is sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized.  The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation period or the undepreciated balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at May 31, 2014 and December 31, 2013.

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

REVENUE RECOGNITION
The Company recognizes revenue when it is realized or realizable and estimable in accordance with ASC 605, “Revenue Recognition”.    The Company will recognize revenue only when all of the following criteria have been met:
 
i)  
Persuasive evidence for an agreement exists;
ii)  
Service has been provided;
iii)  
The fee is fixed or determinable; and,
iv)  
Collection is reasonably assured.

We recognize a sale when the product has been shipped at which time risk of loss has passed to the customer and the above criteria have been met.
 
 
- 7 -

 

COMMITMENTS AND CONTINGENCIES
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of May 31, 2014.

RECENTLY ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements issued by the FASB (Accounting Standards Update, including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements.

NOTE 3.  INVENTORY
 
Inventory consists of finished goods.  Inventory is carried at cost on a first-in-first-out basis (FIFO) and held at public warehouse, which performs shipping and distribution function.  All products held in inventory are of our popular brands ordered and anticipated minimal order quantities are held in inventory necessary to operate without backlog or delays in order fulfillment.   Products have not significantly changed from year to year and there is no concentration of suppliers.

NOTE 4.  PROPERTY AND EQUIPMENT
 
Property consists of equipment purchased for the production of revenues.  As of:
 
   
May 31,
2014
   
December 31, 2013
 
             
Property and equipment
  $ 6,543     $ 6,543  
Less accumulated depreciation
    3,696       3,151  
Property and equipment, net
  $ 2,847     $ 3,392  

NOTE 5.  NOTES PAYABLE
 
The Company’s management has advanced funds and has made payments on behalf of the Company for the purpose of meeting obligations.  These accumulated advances have been formalized by demand notes payable and accrue interest at 2.6%.  The Company is indebted to its two majority shareholders for an aggregate amount of $600,178, as of May 31, 2014.

On May 12, 2014, in accordance with the acquisition agreement, the Company issued promissory notes payable, amounting $3,000,000 to its two majority shareholders.  The terms of the notes (2 at $1,500,000) are at a stated interest rate of 5% and mature on May 12, 2016.  The company recorded this as accumulated deficit as the notes did not represent any prior or future compensation.

In accordance with the acquisition agreement, the previous majority shareholder of Pronto, Corp. received a promissory note payable of $15,600 for costs incurred prior to the acquisition.  The note has a stated interest rate of 5% and matures on July 12, 2014.

NOTE 6.  INCOME TAXES
 
The benefit from the operating loss for the period ended May 31, 2014, has been off-set by a valuation allowance.
 
 
- 8 -

 

 
NOTE 7.  COMMITMENTS AND CONTINGENCIES
 
RELATED PARTY
The controlling members have pledged support to fund continuing operations; however there is no written commitment to this effect.  The Company is dependent upon the continued support of these parties in the immediate future, in order to meet its current obligations, until such time that revenues are generated to meet all current obligations or until such time that adequate capital is raised for its growth plans.

NOTE 8. SUBSEQUENT EVENTS
 
Management has evaluated subsequent events through the date of filing the consolidated financial statements with the Securities and Exchange Commission, the date the consolidated financial statements were available to be issued.  Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the consolidated financial statements thereby requiring adjustment or disclosure.
 
 
- 9 -

 

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
  
Forward-Looking Statements
The following Management’s Discussion and Analysis should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions.  Any statements that are not statements of historical fact are forward-looking statements.  When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements.  These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Quarterly Report.  Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risks Factors" in our various filings with the Securities and Exchange Commission.  We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

Overview
Joey New York, Inc. was incorporated under the laws of the State of Nevada on December 22, 2011. Joey New York, Inc. completed the acquisition of RAR Beauty, LLC., a Florida Limited Liability Company on May 12. 2014.  We currently operate as a distributor of natural skin care and beauty products on the wholesale and retail levels through our wholly owned subsidiary RAR Beauty, LLC. The comparative information presented is to the operating company (accounting acquirer) for the three month periods ending May 31, 2014 and 2013.

Financial Condition and Results of Operations
 
Three Month Periods Ending May 31, 2014 and 2013:
Revenues were $20,416 and $22,354 for the three month periods ending May 31, 2014 and 2013, respectively.  The decrease in sales was nominal and not necessarily due to specific economic factors.    Our gross profit was $11,990 and $14,108.  Fluctuations in our operating margins were due to product mix and minor increases in our product costs.

During the three month period ended May 31, 2013, we incurred $123,645 in general and administrative expenses compared to $57,072 during the comparable three month period ended May 31, 2013.  The change, in the amount of $66,573 was primarily due to the increase of professional fees of $31,971 and general and administrative of $45,188 associated with our acquisition of RAR Beauty LLC which was completed in May of 2014.  We do anticipate that these costs will continue and potentially increase in future periods as we incur professional fees in support of complying with our disclosure requirements and the development of new business opportunities.     
 
Liquidity and Capital Resources

As of May 31, 2014, our current assets were $98,521.   We do not believe that we have sufficient cash to meet our current obligations for the near term and will require additional funding from related party advances, through traditional financial institutions or through the sale of our common stock.   As of May 31. 2014, our working capital deficit was $696,254.

Cash Flows
We have not generated positive cash flows from operating activities.  For the three month period ended May 31, 2014, net cash flows used in operating activities was $65,523, which was financed by proceeds from related party advances, in the amount of $65,431.
 
 
- 10 -

 

Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through related party advances in the near term as we prepare for future capital raise through an issuance of securities. We have no guarantees or firm commitments that the related party advances will continue in the near term. Our working capital requirements are expected to increase with the growth of our business.

Existing working capital, further advances, capital raises and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through related party advances and proceeds from the sale of our common stock.

In connection with our new business plan and the acquisition of RAR Beauty LLC, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses; and (iii) marketing expenses. We intend to finance these expenses with issuances of securities.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, 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 of operations, liquidity, capital expenditures or capital resources that are material to investors.
 
Critical Accounting Policies and Estimates
 
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The reported financial results and disclosures were determined using the significant accounting policies, practices and estimates described below:

USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. general accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FINANCIAL INSTRUMENTS
The Company’s balance sheet includes certain financial instruments, primarily, cash, accounts receivable, inventory, accounts payable, and debt to related parties. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

CASH
For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less.

ACCOUNTS RECEIVABLE
The company uses the reserve method of accounting for doubtful accounts. There were no bad debts as of May 31, 2014 and December 31, 2013. Based on prior experience no provision for doubtful accounts was deemed necessary.
 
 
- 11 -

 

CONCENTRATIONS AND CREDIT RISKS
The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of its cash and cash equivalents and accounts receivable.  

Cash - The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Receivables - The Company issues credit to its customers, based on their credit worthiness.  The Company does not have a long history with its customers, to base its credit history and therefore has credit risk.  The Company has not incurred bad debts and therefore has not set a provision for doubtful accounts.

INVENTORY
Inventory is stated at the lower of cost or market, determined by the first-in, first-out method.  Inventory consists solely of finished goods.

PROPERTY AND EQUIPMENT AND LONG-LIVED ASSETS
Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the assets, five years, utilizing the straight method.  Maintenance and repairs are expensed as incurred.  Expenditures which significantly increase value or extend useful asset lives are capitalized. When property or equipment is sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized.  The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation period or the undepreciated balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at May 31, 2014 and December 31, 2013.

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

REVENUE RECOGNITION
The Company recognizes revenue when it is realized or realizable and estimable in accordance with ASC 605, “Revenue Recognition”.    The Company will recognize revenue only when all of the following criteria have been met:
 
i)  
Persuasive evidence for an agreement exists;
ii)  
Service has been provided;
iii)  
The fee is fixed or determinable; and,
iv)  
Collection is reasonably assured.

We recognize a sale when the product has been shipped at which time risk of loss has passed to the customer and the above criteria have been met.

COMMITMENTS AND CONTINGENCIES
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of May 31, 2014.
 
 
- 12 -

 

Going Concern
As reflected in the accompanying consolidated financial statements, the Company has incurred a net loss for the three month period ending May 31, 2014. Additionally, the Company has a history of net losses resulting in significant accumulated deficit and a working capital deficit, as of May 31, 2014.

The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of related party advances and there are no written or oral guarantees for the continuance of this funding practice. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue operations is dependent on the success of Management’s plans, which include the raising of capital through the issuance of equity securities, until such time that funds provided by operations are sufficient to fund working capital requirements.

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives.  The Company believes its current available cash may be insufficient to meet its cash needs for the near future.  There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Not required for Smaller Reporting Companies.

Item 4 - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act reports is (1) recorded, processed, summarized and reported within the periods specified in the Commission’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in Internal Control over Financial Reporting
We have not made a change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings
We are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties.  As of the date of this report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings.  We are not aware of any other legal proceedings pending or that have been threatened against us or our properties.

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings or claims, other than those disclosed above, are pending against or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.
 
 
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Item 1A    - Risk    Factors
 
Not required for Smaller Reporting Companies.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
 
None.

Item 3 - Defaults  Upon Senior Securities
 
No disclosure required.
 
Item 4 – Mine Safety Disclosures
No disclosure required.
 

Item 5 - Other Information
 
No disclosure required.

Item 6 -  Exhibits
 
Index to Exhibits
 
Exhibit No.
 
Description
31.1*
 
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2*
 
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
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 Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**
 
XBRL Instance Document.
101.SCH**
 
XBRL Taxonomy Extension Schema Document.
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**
 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase Document.

*
Filed herewith
**
Furnished herewith
+
Each of these Exhibits constitutes a management contract, compensatory plan, or arrangement.
 
 
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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.
 
 
Joey New York, Inc.
 
       
Date:        July 15, 2014
By:
/s/ Joey Chancis
 
   
Joey Chancis, CEO
 
   
Principal Executive Officer
 
       
Date:        July 15, 2014
By:
/s/ Richard Roer
 
   
Richard Roer, President
 
   
Principal Financial Officer
 
 
 
 
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