0001350071-11-000044.txt : 20110815
0001350071-11-000044.hdr.sgml : 20110815
20110812183752
ACCESSION NUMBER: 0001350071-11-000044
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20100831
FILED AS OF DATE: 20110815
DATE AS OF CHANGE: 20110812
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Your Event, Inc.
CENTRAL INDEX KEY: 0001424100
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 261375322
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-53164
FILM NUMBER: 111032691
BUSINESS ADDRESS:
STREET 1: 7065 W. ANN RD.
STREET 2: SUITE 130-110
CITY: LAS VEGAS
STATE: NV
ZIP: 89130
BUSINESS PHONE: 877-871-4552
MAIL ADDRESS:
STREET 1: 7065 W. ANN RD.
STREET 2: SUITE 130-110
CITY: LAS VEGAS
STATE: NV
ZIP: 89130
10-K/A
1
youreventka.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended August 31, 2010
[ ] 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 of incorporation) (I.R.S. Employer ID No.)
7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
---------------------------------------------------------
(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (877) 871-4552
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by checkmark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter:
The Registrant's stock is listed on the OTC-BB, where no trades have taken
place since its listing. The aggregate market value of the Company's common
shares of voting stock held by non-affiliates of the Company at November 29,
2010, computed by reference to the $0.005 Registration Statement per-share
price on July 16, 2008 (date of effectiveness), was $14,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
As of August 11, 2011, the registrant's outstanding common stock consisted
of 11,000,000 shares, $0.001 Par Value. Authorized - 70,000,000 common
voting shares.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Explanatory Note
----------------
We are filing this Amendment No. 1 on Form 10-K/A for the year ended
August 31, 2010 to amend our Form 10-K originally filed with the U. S.
Securities and Exchange Commission on November 29, 2010. We are filing this
amendment for the purpose of providing additional disclosure under Item 1,
"Marketing Strategy," Item 5, "Recent Sales of Unregistered Securities,"
Item 10, information regarding "Director, President and Secretary," Section
16(a) Beneficial Ownership Reporting Compliance, Item 12, "Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters,"
Item 13, "Certain Relationships and Related Transactions, and Director
Independence," and Financial Footnote 6.
Unless otherwise expressly stated, this Amendment No. 1 does not reflect events
occurring after the filing of the original Form 10-K, or modify or update in
any way disclosures contained in the original Form 10-K.
INDEX
Title Page
ITEM 1. BUSINESS 5
ITEM 2. PROPERTIES 19
ITEM 3. LEGAL PROCEEDINGS 20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 20
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 22
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 27
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES 27
ITEM 10. DIRECTOR, EXECUTIVE OFFICER AND CORPORATE GOVERNANCE 30
ITEM 11. EXECUTIVE COMPENSATION 34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, 35
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 36
AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 37
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 38
2
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical fact are "forward-looking statements" for
purposes of federal and state securities laws, including, but not limited to,
any projections of earnings, revenue or other financial items; any statements
of the plans, strategies and objections of management for future operations;
any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any
statements or belief; and any statements of assumptions underlying any of
the foregoing.
Forward-looking statements may include the words "may", "could", "estimate",
"intend", "continue", "believe", "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of
the dates on which they are made. We do not undertake to update forward-
looking statements to reflect the impact of circumstances or events that
arise after the dates they are made. You should, however, consult further
disclosures we make in future filings of our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our forward-
looking statements are reasonable, actual results could differ materially
from those projected or assumed in any of our forward-looking statements. Our
future financial condition and results of operations, as well as any forward-
looking statements, are subject to change and inherent risks and
uncertainties. The factors impacting these risks and uncertainties include,
but are not limited to:
o inability to raise additional financing for working capital and product
development;
o inability to fulfill and plan an event for an organization;
o deterioration in general or regional economic, market and political
conditions;
o the fact that our accounting policies and methods are fundamental to how we
report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
o adverse state or federal legislation or regulation that increases the costs
of compliance, or adverse findings by a regulator with respect to existing
operations;
o changes in U.S. GAAP or in the legal, regulatory and legislative
environments in the markets in which we operate;
3
o inability to efficiently manage our operations;
o inability to achieve future operating results;
o our ability to recruit and hire key employees;
o the inability of management to effectively implement our strategies and
business plans; and
o the other risks and uncertainties detailed in this report.
In this form 10-K references to "Your Event", "the Company", "we", "us", and
"our" refer to Your Event, Inc.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the
SEC. You can read these SEC filings and reports over the Internet at the
SEC's website at www.sec.gov. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100
F Street, NE, Washington, DC 20549 on official business days between the
hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for
further information on the operations of the public reference facilities. We
will provide a copy of our annual report to security holders, including
audited financial statements, at no charge upon receipt to of a written
request to us at Your Event, Inc., 7065 W. Ann Road, #130-110, Las Vegas,
Nevada 89130.
4
PART I
ITEM 1. BUSINESS
History and Organization
------------------------
Your Event, Inc. was incorporated in the state of Nevada on October 30, 2007.
We have not generated any revenues to date and we are a development stage
company. Your Event, Inc. is focused on becoming an event planning company
primarily serving the Las Vegas, Nevada market. Our goal is to plan
corporate events such as conventions, business conferences, and product
launches, as well as social events such as weddings, reunions, and
anniversaries, and develop and implement a marketing and sales program to
sell these event planning services.
Our Business
- ------------
We are a small, start-up company that has not generated any revenues and has
no current contracts to plan or produce events. Since our inception on
October 30, 2007 through August 31, 2010, we did not generate any revenues
and have incurred a cumulative net loss of $(60,338).
Based on the small size of our Company, management views that it requires
funding for two separate areas of the companies business. This first
includes paying for the legal and accounting expenses to keep the Company
full reporting; the second includes funding to build the actual business
operations, of the Company.
We have not generated any revenues, we expect losses over the next
twelve (12) months since we have no revenues to offset the expenses
associated in executing our business plan. Management has determined that an
additional $200,000 will be needed to build its business operations to its full
capacity. These funds will help finance the renting of additional office
space, the hiring and training of additional employees, and the marketing
efforts needed to fully launch our operations. Management has been unable
to raise the $200,000 it needs to further its business plan.
Our offices are currently located at 7065 W. Ann Road, #130-110, Las Vegas,
Nevada 89130. Our telephone number is (877) 871-4552.
5
Industry Background
-------------------
Individuals and groups hire event planners for the simple reason that they
lack the time or experience to plan their events themselves. Independent
planners can step in and give these events the attention that they deserve.
Generally speaking, special events occur for the following purposes:
1. Celebrations - for example, fairs, parades, weddings, reunions,
birthdays, or anniversaries;
2. Education - for example, conferences, meetings, or graduations;
3. Promotions - for example, product launches, political rallies, or
fashion shows; and
4. Commemorations - for example, memorials or civic events.
There are two basic markets for event planning services: corporate and
social. For the purposes of this discussion, the term "corporate" includes
not only companies but also charities and non-profit organizations. Companies
host trade shows, conventions, company picnics, holiday parties and meetings
for staff members, board members or stockholders. Charities and non-profit
organizations host gala fundraisers, receptions and athletic competitions,
among other events to expand their public support base and raise funds.
Finally, the social market includes weddings, birthdays, anniversaries,
reunions, and other similar events.
Event planning agencies typically are asked to perform a variety of tasks
related to any one event. These tasks include, but are certainly not limited
to, the designing of the event, locating and securing event sites, arranging
for food, beverage, and entertainment, planning and arranging transportation
to and from the event, sending invitations to attendees, arranging any
necessary accommodations for attendees, coordinating the activities of event
personnel, and event supervision.
The events industry in the United States is fragmented with several local and
regional vendors that provide a limited range of services in two main
segments: 1) business communications and event management; and 2) meeting,
conferences and trade shows. The industry also consists of specialized
vendors such as production companies, meeting planning companies, and
destination logistics companies that may offer their services outside of the
events industry.
According to an event marketing study conducted by PROMO Magazine ("PROMO")
in 2005, and published in its April 1, 2006 edition, marketers spent $171
billion in event marketing in 2005, up 3% from the previous year.
Additionally, according to The George P. Johnson Co.'s annual survey,
EventView 2005/2006, as reported by PROMO, 96% of marketing executives use
events in their marketing mix. Because of these trends, Your Event believes
it is positioned to gain a greater share of the market for event production
services and grow its operations moving forward.
6
Marketing Strategy
------------------
Your Event will generate leads through its relationship with Thin Air, Inc.,
a licensed, bonded and insured travel agency. Thin Air, Inc., is a S
Corporation, wholly owned by sole officer/director of the Company has been
in business booking business travel since 2003. During this time Ms.
Montgomery has built a client base for Thin Air, Inc. Thin Air, Inc. is
still in business, but inactive. The Company expects to market its event
planning services to Thin Air, Inc.'s former travel clients. The first step
to be taken by Your Event, Inc. is to develop a marketing letter to be sent
to a select group of former Thin Air, Inc.'s customers. This marketing
letter will introduce these former Thin Air clients to Your Event's
services. Based upon the responses received from this marketing letter,
the marketing letter will be refined, and then sent to Thin Air's entire
former client base, which totaled over 1,000 clients. Your Event will then
follow up with clients who respond to the second marketing letter by
telephone to conduct further market research and solicit business.
Management anticipates that approximately 50 potential clients will respond
to the second marketing letter.
Your Event, Inc. is considering marketing its services through organizations
such as the Las Vegas Chamber of Commerce and the Las Vegas Convention and
Visitors Authority. These organizations offer an opportunity to network with
businesses and other organizations seeking to host events.
Business Strategy
-----------------
Our business strategy centers around integrating modern event planning
disciplines, marketing and sales tools and techniques with traditional
service elements currently found in the event planning business. Our
business strategy will focus on the following:
o Leverage our event planning assets; and
o Build our operations to include Groups, Meetings & Incentives;
o Offer special event planning for associations and corporations
To effectively build our business, we will require the establishment of a
solid clientele ranging from medium and large size associations as well as
companies to address this type of client's event planning needs.
7
General Management Services
---------------------------
Your Event plans to offer general management services that will provide its
clients with centralized coordination and execution of the overall event. In
connection with providing general management services, Your Event will
utilize an executive producer responsible for overseeing the production of an
event or exhibition. The executive producer coordinates the services that
YOUR EVENT provides for its future client. Your Event anticipates that it
will provide the following general management services: 1) Project
oversight; 2) budget oversight; 3) Project control and accountability; 4)
Event promotion and marketing creation; 5) Schedule management; and 6)
Fulfillment provider management.
Execution
- ---------
Your Event plans to use internal resources to execute an event. As the
clients' needs dictate, however, Your Event can structure its role so that it
is transparent to attendants at the event. Your Event expects to provide the
following execution services:
1) On-site quality and logistics control;
2) Program design;
3) Hotel and venue coordination and buying;
4) Transportation management;
5) Hospitality management;
6) Registration management;
7) Entertainment coordination; and
8) Food and beverage management.
8
Fulfillment
-----------
Fulfillment is the last stage in the event process. It includes the actual
provision of services such as catering, registration, transportation rental,
audio and visual equipment rental, decoration rental and temporary on-site
labor. Your Event plans to offer fulfillment services using either internal
resources or third-party vendors as determined on an event-by-event basis.
Creative Talent
---------------
A primary value that Your Event plans to bring to its clients is the creative
talent, energy and commitment of its staff. Your Event seeks to attract and
retain the best personnel by developing attractive compensation, benefits and
training programs and providing long-term career opportunities that its
smaller competitors cannot duplicate.
Today, corporations are searching for new ways to motivate, excite and impart
a message to their audience. Your Event plans to help these corporations
accomplish these goals by designing a creative platform from which to
communicate. For instance, most companies do not realize they can afford to
do a concert event with headline talent because it has never been presented
to them as a marketing tool. Most of Your Event's programs are more in line
with the standard format of events (i.e., meetings and business theater).
Your Event recognizes that each event planning client's needs will be unique
to that client. Therefore, the services provided to each Your Event client
will be narrowly tailored to that client's needs and desires. We are currently
surveying the events taking place in the Las Vegas market, so that we
will have the necessary contacts and knowledge to narrowly tailor each
event to enhance the customer's experience. For example, in the wedding
arena, we have identified wedding chapels and reception halls/areas that
could be used for clients, depending on individual tastes and budgets. We
can meet budgets from $1,000 and up for wedding planning. For larger
budgets, we have identified private chapels at some of the largest hotels on
the Las Vegas Strip, which could run into the tens of thousands of dollars.
9
Products and Services
---------------------
Your Event's event planning services will be tailored to fit the needs
of each individual client. The specific services offered by Your Event, Inc.
will include the following:
1. Creating an event design. Your Event, Inc. will work with the client to
design themes and decor for their event.
2. Finding and securing sites for events.
3. Arranging for food, decor and entertainment for the event.
4. Planning transportation to and from the event.
5. Arranging any necessary hotel accommodations for attendees.
6. Coordinating activities of event personnel.
7. On-site event supervision.
Competition
-----------
Many of the Company's competitors include other event planning agencies,
caterers, and catering and event departments at the various Las Vegas hotel-
casinos. Many business and social groups may use these competitors before
they would consider utilizing the services of Your Event, Inc. These
competing individuals and entities are significantly larger and have
substantially greater financial, industry recognition and other resources
than Your Event.
There is no assurance that the Company will be able to compete successfully
against present or future competitors or that competitive pressures faced by
the Company will not have a material adverse effect on the Company.
Your Event, Inc.'s Funding Requirements
---------------------------------------
Your Event does not have the required capital or funding to become fully
operational. Management anticipates Your Event will require at least
$200,000 sustain its operations, which includes renting of additional office
space, the hiring and training of additional employees, and the marketing
efforts needed to fully launch our operations. The Company has been seeking
funding from a number of sources, but has yet to secure any funding,
especially during this current economic downturn. Management continues to
seek different funding sources in order to initiate its business plan. The
downturn in the economy has limited our sources of financing. Management
continues to seek financing with no success. If the Company is unable to
obtain capital to finance its plan of operations or identify alternative
capital, it may need to curtail, limit or cease our existing operations.
10
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
---------------------------------------------------------------------
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts.
We will assess the need for any copyright, trademark or patent applications
on an ongoing basis.
Research and Development Activities and Costs
---------------------------------------------
Your Event, Inc. did not incur any research and development costs for the
years ended August 31, 2010 and 2009, and has no plans to undertake any
research and development activities during the next year of operations.
Compliance With Environmental Laws
----------------------------------
We are not aware of any environmental laws that have been enacted, nor are we
aware of any such laws being contemplated for the future, that impact issues
specific to our business. In our industry, environmental laws are anticipated
to apply directly to the owners and operators of companies. They do not apply
to companies or individuals providing consulting services, unless they have
been engaged to consult on environmental matters. We are not planning to
provide environmental consulting services.
Employees
---------
We have no full time employees at this time. All functions including
development, strategy, negotiations and clerical work is being provided by
our sole officer on a voluntary basis, without compensation.
11
Item 1A. Risk Factors.
Risk Factors Relating to Our Company
------------------------------------
1. SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE HAVE GENERATED NO REVENUES
AND LACK AN OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS
HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE
UNSUCCESSFUL IN OUR BUSINESS PLAN.
Our company was incorporated on October 30, 2007; we have not yet acquired
the necessary funding to further our business operations; and we have not yet
realized any revenues. We have little operating history upon which an
evaluation of our future prospects can be made. Based upon current plans, we
expect to incur operating losses in future periods as we incur significant
expenses associated with the initial startup of our business. Further, there
are no assurances that we will be successful in realizing revenues or in
achieving or sustaining positive cash flow at any time in the future. Any
such failure could result in the possible closure of our business or force us
to seek additional capital through loans or additional sales of our equity
securities to continue business operations.
2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE
OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE
INVESTMENT IN US.
As discussed in the Notes to Financial Statements included in this
Annual report, as at August 31, 2010 we had cash of $80,677, current assets
of $82,202, current liabilities of $6,790 and stockholders' equity of
$75,412. In addition, we had a net loss of approximately $(60,338) for the
period October 30, 2007 (inception) to August 31, 2010.
These factors raise substantial doubt that we will be able to continue
operations as a going concern, and our independent auditors included an
explanatory paragraph regarding this uncertainty in their report on our
financial statements for the period October 30, 2007 (inception) to August
31, 2010. Our ability to continue as a going concern is dependent upon our
generating cash flow sufficient to fund operations and reducing operating
expenses. Our business plans may not be successful in addressing these
issues. If we cannot continue as a going concern, our stockholders may lose
their entire investment in us.
12
3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE NO REVENUE.
We have not generated any revenues, we expect losses over the next
twelve (12) months since we have no revenues to offset the expenses
associated in executing our business plan. We cannot guarantee that we will
ever be successful in generating revenues in the future. We recognize that
if we are unable to generate revenues, we will not be able to earn profits or
continue operations as a going concern. There is no history upon which to
base any assumption as to the likelihood that we will prove successful, and
we can provide investors with no assurance that we will generate any
operating revenues or ever achieve profitable operations.
4. SINCE OUR OFFICER WORKS OR CONSULTS FOR OTHER COMPANIES, HER OTHER
ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.
Marilyn Montgomery, our sole officer, does not work for us exclusively and
does not devote all of her time to our operations. Therefore, it is possible
that a conflict of interest with regard to her time may arise based on her
employment in other activities. Her other activities will prevent her from
devoting full-time to our operations which could slow our operations and may
reduce our financial results because of the slow down in operations.
Marilyn Montgomery, the President and Director of the company, currently
devotes approximately 15-20 hours per week to company matters. The
responsibility of developing the company's business, and fulfilling the
reporting requirements of a public company all fall upon Ms. Montgomery. She
has no prior experience serving as a principal accounting officer or
principal financial officer in a public company. We have not formulated a
plan to resolve any possible conflict of interest with her other business
activities. Ms. Montgomery intends to limit her role in her other business
activities and devote more of her time to Your Event, Inc. after we attain a
sufficient level of revenue and are able to provide sufficient officers'
salaries per our business plan. In the event she is unable to fulfill any
aspect of her duties to the company we may experience a shortfall or complete
lack of sales resulting in little or no profits and eventual closure of the
business.
5. OUR SOLE OFFICER, MARILYN MONTGOMERY, HAS NO EXPERIENCE IN OPERATING A
FULLY REPORTING COMPANY, AND HAS LIMITED EXPERIENCE IN EVENT PLANNING.
Our sole executive officer has no experience in operating a fully reporting
company, and has limited experience in planning events in the Las Vegas area.
Due to her lack of experience, our executive officer may make wrong decisions
and choices regarding the planning of events on behalf of the Company.
Consequently, our Company may suffer irreparable harm due to management's
lack of experience in this industry. As a result we may have to suspend or
cease operations which will result in the loss of your investment.
13
6. IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, OUR BUSINESS OPERATIONS
WILL BE HARMED. EVEN IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING
SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.
We will require additional funds to obtain the resources to develop and
implement a marketing and sales program and address all necessary
infrastructure concerns. We anticipate that we will require up to
approximately $200,000 to fund our continued operations. Such funds may come
from the sale of equity and/or debt securities and/or loans. It is possible
that additional capital will be required to effectively support the
operations and to otherwise implement our overall business strategy. The
inability to raise the required capital will restrict our ability to grow and
may reduce our ability to continue to conduct business operations. If we are
unable to obtain necessary financing, we will likely be required to curtail
our development plans which could cause the company to become dormant. Any
additional equity financing may involve substantial dilution to our then
existing shareholders.
7. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.
Failure to raise adequate capital and generate adequate sales revenues to
meet our obligations and develop and sustain our operations could result in
reducing or ceasing our operations. Additionally, even if we do raise
sufficient capital and generate revenues to support our operating expenses,
there can be no assurances that the revenue will be sufficient to enable us
to develop business to a level where it will generate profits and cash flows
from operations. These matters raise substantial doubt about our ability to
continue as a going concern. Our independent auditors currently included an
explanatory paragraph in their report on our financial statements regarding
concerns about our ability to continue as a going concern.
8. WE MAY NOT BE ABLE TO COMPETE WITH OTHER EVENT PLANNING AGENCIES, SOME OF
WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO.
The Las Vegas event planning industry is highly competitive, and subject
to rapid change. We do not have the resources to compete with the large Las
Vegas Strip-based hotel-casinos and larger event planning agencies. With the
minimal resources we have available, the selection of events we could bid on
becomes very limited. Competition by existing and future competitors could
result in our inability to secure profitable events. This competition from
other entities with greater resources and reputations may result in our
failure to maintain or expand our business as we may never be able to
successfully execute our business plan. Further, Your Event, Inc. cannot be
assured that it will be able to compete successfully against present or
future competitors or that the competitive pressure it may face will not
force it to cease operations.
14
9. OUR PRINCIPAL STOCKHOLDER, OFFICER AND DIRECTOR OWNS A CONTROLLING
INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR
MANAGEMENT, WHICH COULD RESULT IN DECISIONS ADVERSE TO OUR GENERAL
SHAREHOLDERS.
Our officer and principal stockholder beneficially owns approximately or has
the right to vote approximately 74.5% of our outstanding common stock. As a
result, this stockholder will have the ability to control substantially all
matters submitted to our stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of her ownership and positions, this individual has the ability
to influence all matters requiring shareholder approval, including the
election of directors and approval of significant corporate transactions. In
addition, the future prospect of sales of significant amounts of shares held
by our director and executive officer could affect the market price of our
common stock if the marketplace does not orderly adjust to the increase in
shares in the market and the value of your investment in the company may
decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
10. CHANGES IN CONSUMER PREFERENCES COULD REDUCE DEMAND FOR OUR SERVICES.
Any change in the preferences of our potential corporate customers that we
fail to anticipate could reduce the demand for the event planning services we
intend to provide. Decisions about our focus and the specific services we
plan to offer are often made in advance of customers contracting us. Failure
to anticipate and respond to changes in consumer preferences and demands
could lead to, among other things, customer dissatisfaction, failure to
attract demand for our services and lower profit margins.
11. YOUR EVENT, INC.'S BUSINESS MAY SUFFER IF THIRD PARTIES FAIL TO PROVIDE
PRODUCTS AND SERVICES MEETING YOUR EVENT, INC.'S CUSTOMERS' EXPECTATIONS.
Our business model will rely in part on referrals to, and operating in
concert with, various third parties, such as travel agents, convention
centers, etc. If such third parties, who at the present time are
unidentified, fail to meet our expectations or those of our clients, our
reputation and results of operation will be negatively impacted.
15
12. CONFLICTS OF INTEREST FACED BY THE TOP MANAGEMENT OF YOUR EVENT, INC.
MAY JEOPARDIZE THE BUSINESS CONTINUITY OF YOUR EVENT, INC.
The operations of Your Event depend substantially on the skills and
experience of Marilyn Montgomery. Without employment contracts, Your Event
may lose Ms. Montgomery to other pursuits without a sufficient warning and,
consequently, go out of business. Ms. Montgomery may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, this individual may face a conflict in selecting between
Your Event and her other business interests. Your Event has not formulated a
policy for the resolution of such conflicts.
13. WE DEPEND ON OUR RELATIONSHIPS WITH TRAVEL SUPPLIERS AND VENDORS AND ANY
ADVERSE CHANGES IN THESE RELATIONSHIPS COULD ADVERSELY AFFECT OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
An important component of our business success depends on the ability to
maintain its existing, as well as build new, relationships with travel
suppliers and vendors. Adverse changes in existing relationships, or our
inability to enter into new arrangements with these parties on favorable
terms, if at all, could reduce the amount, quality and breadth of
attractively priced travel products and services that we are able to offer,
which could adversely affect the business, financial condition and results of
operations.
14. OUR PROPOSED EXPANSION WILL PLACE A SIGNIFICANT STRAIN ON OUR
MANAGEMENT, TECHNICAL, OPERATIONAL AND FINANCIAL RESOURCES.
Through both internal growth and acquisitions, we hope to rapidly and
significantly expand our operations and anticipate expanding further to
pursue growth of our product and service offerings and customer base. Such
expansion increases the complexity of our business and places a significant
strain on our management, operations, technical performance, financial
resources, and internal financial control and reporting functions.
There can be no assurance that we will be able to manage its expansion
effectively. Our current and planned personnel, systems, procedures and
controls may not be adequate to support and effectively manage our future
operations, especially as we employ personnel in multiple geographic
locations. We may not be able to hire, train, retain, motivate and manage
required personnel, which may limit our growth. If any of this were to occur,
it could damage our reputation, limit our growth, negatively affect our
operating results, and hurt our business.
16
15. IN THE FUTURE, WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING
AS A PUBLIC COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE
SUBSTANTIAL TIME TO NEW COMPLIANCE INITIATIVES.
Because we are a fully reporting company with the SEC, we will incur
additional legal, accounting and other expenses. Moreover, the
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules
subsequently implemented by the SEC, have imposed various new requirements on
public companies, including requiring changes in corporate governance
practices. Our management will need to devote a substantial amount of time
to these new compliance initiatives. Moreover, these rules and regulations
will increase our legal and financial compliance costs and will make some
activities more time-consuming and costly. We expect to incur approximately
$10,000 of incremental operating expenses in 2010.
The Sarbanes-Oxley Act also requires, among other things, that we maintain
effective internal controls for financial reporting and disclosure controls
and procedures. In particular, commencing in fiscal 2008, we must perform
system and process evaluation and testing of our internal controls over
financial reporting to allow management and our independent registered public
accounting firm to report on the effectiveness of our internal controls over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.
Our testing, or the subsequent testing by our independent registered public
accounting firm, may reveal deficiencies in our internal controls over
financial reporting that are deemed to be material weaknesses. Our
compliance with Section 404 will require that we incur substantial accounting
expense and expend significant management efforts. Moreover, if we are not
able to comply with the requirements of Section 404 in a timely manner, or if
we or our independent registered public accounting firm identifies
deficiencies in our internal controls over financial reporting that are
deemed to be material weaknesses, the market price of our stock could
decline, and we could be subject to sanctions or investigations by the SEC or
other regulatory authorities, which would require additional financial and
management resources.
Risks Relating To Our Common Shares
-----------------------------------
16. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD
REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 70,000,000 shares of
common stock and 5,000,000 preferred shares. The future issuance of common
stock may result in substantial dilution in the percentage of our common
stock held by our then existing shareholders. We may value any common stock
issued in the future on an arbitrary basis. The issuance of common stock for
future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors, and might
have an adverse effect on any trading market for our common stock.
15
17. OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require: (a) that a broker or dealer approve a person's account for
transactions in penny stocks; and (b) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
18
18. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK,
OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS
THEY SELL THEM.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
19. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY
IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
"blank check" preferred stock. Accordingly, our board of directors will have
the authority to fix and determine the relative rights and preferences of
preferred shares, as well as the authority to issue such shares, without
further stockholder approval. As a result, our board of directors could
authorize the issuance of a series of preferred stock that would grant to
holders preferred rights to our assets upon liquidation, the right to receive
dividends before dividends are declared to holders of our common stock, and
the right to the redemption of such preferred shares, together with a
premium, prior to the redemption of the common stock. To the extent that we
do issue such additional shares of preferred stock, your rights as holders of
common stock could be impaired thereby, including, without limitation,
dilution of your ownership interests in us. In addition, shares of preferred
stock could be issued with terms calculated to delay or prevent a change in
control or make removal of management more difficult, which may not be in
your interest as holders of common stock.
18
20. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND
COMPLIANCE, WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE,
MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
We are currently listed on the OTC-Bulletin Board. Securities quoted on the
OTCBB that become delinquent in their required filings will be removed
following a 30 or 60 day grace period if they do not make their required
filing during that time. In order for us to remain in compliance we will
require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. If we are
unable to generate sufficient revenues to remain in compliance, it may be
difficult for any our shareholders to find a buyer for their stock in our
company.
21. ALTHOUGH OUR STOCK IS LISTED ON THE OTC-BB, A TRADING MARKET HAS NOT
DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR
SHARES.
There is currently no active trading market in our securities and there are
no assurances that a market may develop or, if developed, may not be
sustained. If no market is ever developed for our common stock, it will be
difficult for you to sell any shares in our Company. In such a case, you may
find that you are unable to achieve any benefit from your investment or
liquidate your shares without considerable delay, if at all.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our corporate headquarters are located at 7065 W. Ann Road, #130-110, Las
Vegas, Nevada 89130. There is no charge to us for the space. Our officer
will not seek reimbursement for past office expenses. We believe our current
office space is adequate for our immediate needs; however, as our operations
expand, we may need to locate and secure additional office space.
19
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the
past fiscal year.
20
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a) Market Information
Your Event, Inc. Common Stock, $0.001 par value, is traded on the
OTC-Bulletin Board under the symbol: YEVN. The stock was cleared for
quotation on the OTC-Bulletin Board on December 5, 2008.
Since the Company has been cleared for quotation, through November 29, 2010,
there have been no trades of the Company's stock. There are no assurances
that a market will ever develop for the Company's stock.
(b) Holders of Common Stock
As of November 29, 2010, there were approximately thirty-four (34) holders of
record of our Common Stock and 11,000,000 shares issued and outstanding.
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future
prospects and other factors deemed relevant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
There are no outstanding grants or rights or any equity compensation plan in
place.
Recent Sales of Unregistered Securities
---------------------------------------
On October 30, 2007 (inception), we issued 10,000,000, par value $0.001
common shares of stock for a $10,000 cash payment to our original founders,
this number includes 8,200,000 common shares for Marilyn Montgomery, our
President. These shares were issued in reliance on the exemption under
Section 4(2) of the Securities Act of 1933, as amended (the "Act") and were
issued as founder's shares. These shares of our common stock qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the
issuance shares by us did not involve a public offering. The offering was
not a "public offering" as defined in Section 4(2) due to the only one (1)
person involved in the deal, size of the offering, manner of the offering
and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition,
Ms. Montgomery had the necessary investment intent as required by
Section 4(2) since she agreed to and received share certificates bearing a
legend stating that such shares are restricted pursuant to Rule 144 of the
1933 Securities Act. This restriction ensures that these shares would not
be immediately redistributed into the market and therefore not be part of a
"public offering." Of the original 10,000,000 common shares sold, a total
of 2,800,000 common shares owned by four founders were subsequently
registered with the U.S. Securities and Exchange Commission on Form SB-2
originally filed on January 25, 2008.
In February, 2008, the Company, was issued a permit to sell securities to the
public in the State of Nevada, pursuant to Nevada Revised Statutes Chapter
90.480. This was a Registration by coordination with the Nevada Secretary of
State.
21
On June 30, 2008, the Company sold 1,000,000 common shares at par value of
$0.001 per share for $5,000 cash pursuant its Prospectus (424B3) statement
filed with the SEC on April 11, 2008.
As of November 29, 2010, the Company has a total 11,000,000 common shares
issued and outstanding to approximately thirty-four (34) shareholders.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended
August 31, 2010 or 2009.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Current Operations
------------------------------
Your Event, Inc. is focused on becoming an event planning company primarily
serving the Las Vegas, Nevada market. The Company's goal is to plan
corporate events such as conventions, business conferences, and product
launches, as well as social events such as weddings, reunions, and
anniversaries, and develop and implement a marketing and sales program to
sell these event planning services.
Results of Operations for the year ended August 31, 2010
--------------------------------------------------------
Since our inception on October 30, 2007 through August 31, 2010, we generated
no revenues. We do not anticipate earning any significant revenues until
such time as we can raise $200,000 to establish the infrastructure to
initiate our business.
For the fiscal year ending August 31, 2010, we experienced a net loss of
$(17,828) as compared to a net loss of $(29,283) for the same period last
year. The net loss for the year ending August 31, 2010 was attributed to
audit fees of $9,790 as compared to $11,000 for the same period last year;
general and administrative expense of $5,704 as compared to $14,283 for the
same period last year; and, General & Administrative- Related Party of
$2,334 as compared to $4,000 for the same period last year. Most of the
actual general and administrative expenses, since our inception, represented
legal and accounting fees. Our cash at hand as of August 31, 2010 was
$80,677, due to a cash contribution in April, 2010 by our founder. In our
August 31, 2010 year-end financials, our auditor issued an opinion that our
financial condition raises substantial doubt about the Company's ability to
continue as a going concern.
22
Revenues
--------
Since our inception on October 30, 2007 through August 31, 2010, we
generated no revenues. We do not anticipate earning any significant revenues
until such time as we can establish our event planning offices. We are
presently in the development stage of our business and we can provide no
assurance that we will be successful in opening any event planning offices,
until such time as we raise additional capital.
Going Concern
-------------
The financial conditions evidenced by the accompanying financial statements
raise substantial doubt as to our ability to continue as a going concern. Our
plans include obtaining additional capital through debt or equity financing.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
Summary of any product research and development that we will perform for the
term of our plan of operation.
----------------------------------------------------------------------------
We do not anticipate performing any product research and development under
our current plan of operation.
Expected purchase or sale of property and significant equipment
---------------------------------------------------------------
We do not anticipate the purchase or sale of any property or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
----------------------------------------------
As of August 31, 2010, we did not have any employees. We are dependent upon
our sole officer and director for our future business development. As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Related Party Transactions
--------------------------
For the period from inception through the quarter ended May 31, 2010, the
Company received bookkeeping services from a shareholder, who is also the
daughter of the President of the Company. This related party was paid a
fee of $10,000 on April 13, 2010 for her bookkeeping services to the
Company for the period from inception through March 31, 2010. The funds
which paid for these bookkeeping services were contributed by Marilyn
Montgomery, the Company's President. The related party is no longer
performing any services for the Company, nor is she owed any money as of
August 31, 2010.
23
Liquidity and Capital Resources
-------------------------------
Our balance sheet as of August 31, 2010 reflects total assets of $82,202 and
$6,790 in total liabilities. Cash and cash equivalents from inception to
date have been sufficient to provide the operating capital necessary to
operate to date. Notwithstanding, we anticipate generating losses and
therefore we may be unable to continue operations in the future. We will
require additional capital up to approximately $200,000 and we plan to issue
debt or equity or enter into a strategic arrangement with a third party. We
have been trying to raise capital through a private offering with no success
during this economic downturn. There can be no assurance that additional
capital will be available to us. We currently have no agreements,
arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources.
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
As a result of the Company's current limited available cash, no officer or
director received cash compensation during the year ended August 31, 2010.
The Company has no employment agreements in place with its officer.
Future Financings
-----------------
We anticipate the sale of our common shares in order to continue to fund our
business operations. Issuances of additional shares will result in dilution
to our existing shareholders. There is no assurance that we will achieve any
of additional sales of our equity securities or arrange for debt or other
financing to fund our exploration and development activities.
The Company has been seeking funding from a number of sources, but has not
secured any funding at this time. Management has been seeking funding, but
has been unable to raise the necessary capital during these weak economic
conditions.
24
Off-Balance Sheet Arrangements
------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material
to investors.
Critical Accounting Policies and Estimates
------------------------------------------
Revenue Recognition: The Company recognizes revenue on an accrual basis as
it invoices for services. Revenue is generally realized or realizable and
earned when all of the following criteria are met: 1) persuasive evidence
of an arrangement exists between the Company and our customer(s); 2) services
have been rendered; 3) our price to our customer is fixed or determinable;
and 4) collectability is reasonably assured.
25
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6-12
26
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
- --------------------------------
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
Your Event, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Your Event, Inc.
(A Development Stage Company) as of August 31, 2010 and 2009, and the
related statements of operations, stockholders' equity (deficit) and cash
flows for the years ended August 31, 2010 and 2009 and from inception on
October 30, 2007 through August 31, 2010. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Your Event, Inc. (A
Development Stage Company) as of August 31, 2010 and 2009, and the related
statements of operations, stockholders' equity (deficit) and cash flows for
the years ended August 31, 2010 and 2009 and from inception on October 30,
2007 through August 31, 2010, in conformity with accounting principles
generally accepted in the United States of America.
As stated in Note 8, the Company is restating its financial statements for
the year ended 2009.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had a loss from operations of $17,828,
an accumulated deficit of $60,338, working capital of $75,412 and has earned
no revenues since inception, which raises substantial doubt about its ability
to continue as a going concern. Management's plans concerning these matters
are also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
-------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
November 23, 2010
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888)727-8251 Fax: (888)782-2351
F-1
Your Event, Inc.
(A Development Stage Company)
Balance Sheets
August 31,
August 31, 2009
2010 (Restated)
---------- ----------
ASSETS
Current Assets:
Cash $ 80,677 $ 407
Prepaid expense 1,525 -
---------- ----------
Total current assets 82,202 407
---------- ----------
TOTAL ASSETS $ 82,202 $ 407
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,040 $ 2,550
Accrued expense 4,750 12,667
---------- ----------
Total current liabilities 6,790 15,217
---------- ----------
Stockholders' equity:
Preferred stock: $0.001 par value, 5,000,000
shares authorized, no shares issued or
outstanding - -
Common stock: $0.001 par value, 70,000,000
shares authorized, 11,000,000 and 11,000,000
shares issued and outstanding as of
8/31/10 and 8/31/09, respectively 11,000 11,000
Additional paid-in capital 124,750 16,700
(Deficit) accumulated during development stage (60,338) (42,510)
---------- ----------
Total stockholders' equity 75,412 (14,810)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 82,202 $ 407
========== ==========
The accompanying notes are an integral part of these financial statements.
F-2
Your Event, Inc.
(A Development Stage Company)
Statements of Operations
For the
For the period from
For the year ended October 30, 2007
year ended August 31, (Inception) to
August 31, 2009 August 31,
2010 (Restated) 2010
-------------- -------------- ---------------
REVENUE $ - $ - $ -
EXPENSES:
Advertising - - 1,054
Auditing fees 9,790 11,000 27,290
General & Administrative 5,704 14,283 21,994
General & Administrative-
Related Party 2,334 4,000 10,000
-------------- -------------- ---------------
Total expenses 17,828 29,283 60,338
-------------- -------------- ---------------
Net (loss) before
income taxes (17,828) (29,283) (60,338)
Provision for income taxes - - -
-------------- -------------- ---------------
NET (LOSS) $ (17,828) $ (29,283) $ (60,338)
============== ============== ===============
NET (LOSS) PER SHARE -
BASIC AND FULLY DILUTED $ (0.00) $ (0.00)
============== ==============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND FULLY DILITED 11,000,000 11,000,000
============== ==============
The accompanying notes are an integral part of these financial statements.
F-3
Your Event, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Common Accumulated Total
Stock Additional During Stock-
------------------ Paid-in Development holders'
Shares Amount Capital Stage Equity
Balance at Inception
October 30, 2007 - $ - $ - $ - $ -
October 30, 2007
Founders initial
investment,
$0.001 per share 10,000,000 $ 10,000 - - 10,000
December 3, 2007
Contributed Capital 200 - 200
June 30, 2008
Shares issued for
cash at $0.005
per share 1,000,000 $ 1,000 4,000 - 5,000
Net (loss) for the
period from inception
on October 30, 2007
to August 31, 2008
(Restated) (13,227) (13,227)
Balance, August 31, 2008
(Restated) 11,000,000 $ 11,000 $ 4,200 $ (13,227) $ 1,973
February 27, 2009
Contributed Capital 2,500 2,500
August 1, 2009
Contributed Capital 10,000 10,000
Net (loss) for the
year ending
August 31, 2009
(Restated) (29,283) (29,283)
Balance, August 31, 2009
(Restated) 11,000,000 $ 11,000 $ 16,700 $ (42,510) $ (14,810)
November 24, 2009
Contributed Capital 5,000 5,000
December 9, 2009
Contributed Capital 550 550
January 11, 2010
Contributed Capital 2,500 2,500
April 2, 2010
Contributed Capital 100,000 100,000
Net (loss) for the
year ending
August 31, 2010 (17,828) (17,828)
Balance,
August 31, 2010 11,000,000 $ 11,000 $ 124,750 $ (60,338) $ 75,412
The accompanying notes are an integral part of these financial statements.
F-4
Your Event, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the
For the period from
For the year ended October 30, 2007
year ended August 31, (Inception) to
August 31, 2009 August 31,
2010 (Restated) 2010
-------------- -------------- ---------------
OPERATING ACTIVITIES:
Net (loss) $ (17,828) $ (29,283) $ (60,338)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Increase(decrease) in:
Accounts payable (510) 1,300 2,040
Accrued expense (7,917) 9,000 4,750
(Increase)decrease in:
Prepaid expense (1,525) - (1,525)
-------------- -------------- ---------------
Net cash (used) by
operating activities (27,780) (18,983) (55,073)
-------------- -------------- ---------------
FINANCING ACTIVITIES:
Sales of common stock - - 15,000
Contributed capital 108,050 12,500 120,750
-------------- -------------- ---------------
Net cash provided by
financing activities 108,050 12,500 135,750
-------------- -------------- ---------------
NET CHANGE IN CASH 80,270 (6,483) 80,677
CASH AT BEGINNING OF PERIOD 407 6,890 -
-------------- -------------- ---------------
CASH AT END OF PERIOD $ 80,677 $ 407 $ 80,677
============== ============== ===============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
F-5
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Your Event, Inc. (the "Company") was incorporated under the laws of the
state of Nevada on October 30, 2007. The Company was organized to conduct
any lawful business. Your Event, Inc. is focused on becoming an event
planning company primarily serving the Las Vegas, Nevada market. Our goal
is to plan corporate events such as conventions, business conferences, and
product launches, as well as social events such as weddings, reunions, and
anniversaries, and develop and implement a marketing and sales program to
sell these event planning services.
The Company is a development stage entity in accordance with FASB ASC 915,
"Accounting and Reporting by Development Stage Entities".
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
Basis of Accounting
-------------------
The financial statements present the balance sheet, statements of
operations, stockholders' equity (deficit) and cash flows of the Company.
These financial statements are presented in United States dollars and have
been prepared in accordance with accounting principles generally accepted
in the United States.
Revenue and Cost Recognition
----------------------------
The Company has no current source of revenue; therefore the Company has not
yet adopted any policy regarding the recognition of revenue or cost.
Property
--------
The Company does not own or rent any property. The office space is provided
by a director of the Company at no charge.
Earnings per Share
------------------
Historical net (loss) per common share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share include
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the entity, but these
potential common stock equivalents were determined to be antidilutive.
Calculation of net income (loss) per share is as follows:
For the year ended For the year ended
August 31, 2010 August 31, 2009
------------------ ------------------
Net income (loss) (numerator) $ (17,828) $ (29,283)
================== ==================
Weighted average common
shares outstanding 11,000,000 11,000,000
================== ==================
Basic gain (loss) per share $ (0.00) $ (0.00)
================== ==================
F-6
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Continued)
Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends.
No Dividends have been paid during the period shown.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
--------
The Company has selected August 31 as its year-end.
Advertising
-----------
Advertising is expensed when incurred. During the year ended August 31,
2010 there were no expenses in advertising, as compared to no expenses in
advertising during the year ended August 31, 2009.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As shown in the accompanying financial
statements, the Company has incurred net losses of $(60,338) for the period
from October 30, 2007 (inception) to August 31, 2010. The future of the
Company is dependent upon its ability to obtain financing and upon future
profitable operations from the development of its new business opportunities.
Management has plans to seek additional capital through private placements
and public offerings of its common stock. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that
might be necessary in the event the Company cannot continue in existence.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
F-7
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 4. STOCKHOLDERS' EQUITY
The Company is authorized to issue up to 5,000,000 shares of $0.001 par value
preferred stock and up to 70,000,000 shares of $0.001 par value common stock.
Preferred Stock
---------------
There are no issued shares of preferred stock as of August 31, 2010 and
2009, respectively.
Common Stock
------------
On October 30, 2007 (inception), the Company issued 10,000,000 shares of its
$0.001 par value common stock to its founders for $10,000.
The Company filed a registration statement with the U. S. Securities and
Exchange Commission. The registration was deemed effective on April 10,
2008. The Company coordinated the registration with the Securities Division
of the State of Nevada. When the offering was closed on June 30, 2008,
1,000,000 shares of the Company's 0.001 par value common stock were sold to
twenty-nine (29) investors at a price of $0.005 per share pursuant to a self-
underwritten offering in conjunction with the registered offering for an
aggregate of $5,000.00.
There were no other issuances of common or preferred stock or equivalents
since October 30, 2007 (inception) through August 31, 2010. As of
August 31, 2010, the Company had 11,000,000 common shares issued and
outstanding, as compared to 11,000,000 common shares issued and outstanding
as of August 31, 2009. The Company has not issued any options or warrants
or similar securities since inception.
NOTE 5. CONTRIBUTED CAPITAL
On December 3, 2007, a director of the Company contributed capital of $200
to provide working capital to the Company.
On February 27, 2009, a director of the Company contributed capital of
$2,500 to provide working capital to the Company for audit fees.
On November 24, 2009, a director of the Company contributed capital of
$5,000 to provide working capital to the Company for audit fees.
On December 9, 2009, a director of the Company contributed capital of $550
to provide working capital to the Company for transfer fees.
On January 11, 2010, a director of the Company contributed capital of $2,500
to provide working capital to the Company for audit fees.
On April 2, 2010, a director of the Company contributed capital of $100,000
to provide working capital.
The director believed it was in the best interest of the Company's
shareholders to contribute the above capital in order to provide the company
with the necessary working capital to pay for its accounting and transfer
agent fees for the near future until such time, if any, that the company can
generate sufficient revenues to cover expenses.
F-8
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 5. CONTRIBUTED CAPITAL (Continued)
During the fiscal year ending August 31, 2009, the Company's corporate
counsel agreed to prepare, write, EDGARize and provide legal opinion for the
Company's interim reports and Form 10-K filing, which the law firm valued
at $10,000.
The law firm decided to contribute this capital based on its recommendation
that the Company engage the services of an auditor, who had his licensed
revoked and was not able to complete the Company's audit for the past fiscal
year. Based on this decision, the Company needed to engage a new auditor.
The Company's corporate counsel believes this action will help build goodwill
for its law firm.
NOTE 6. RELATED PARTY TRANSACTIONS
Office services are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not been
reflected therein. The officer and director of the Company is involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes
available, such person may face a conflict in selecting between the Company
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
For the period from inception through the quarter ended May 31, 2010, the
Company received bookkeeping services from a shareholder of the Company.
This related party was paid a fee of $10,000 for her bookkeeping services
to the Company for the period from inception through March 31, 2010, and
is no longer performing any services for the Company, nor is owed any money
as of August 31, 2010.
NOTE 7. PROVISION FOR INCOME TAXES
The Company accounts for income taxes under ASC 740, "Accounting for Income
Taxes", which requires use of the liability method. ASC 740 provides that
deferred tax assets and liabilities are recorded based on the differences
between the tax bases of assets and liabilities and their carrying amounts
for financial reporting purposes, referred to as temporary differences.
Deferred tax assets and liabilities at the end of each period are determined
using the currently enacted tax rates applied to taxable income in the
periods in which the deferred tax assets and liabilities are expected to be
settled or realized.
F-9
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 7 - PROVISION FOR INCOME TAXES (Continued)
The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (35.0%)
Valuation reserve 35.0%
------
Total -%
Income tax benefits as of August 31, 2010 and August 31, 2009, are calculated
as follows:
Year Ended
August 31,
2010 2009
-------- --------
Book loss $17,828 $29,283
Less: Book - -
depreciation
Add: Tax - -
depreciation
-------- --------
Net loss $17,828 $29,283
Effective 35% 35%
tax rate
-------- --------
Tax benefit $ 6,240 $10,249
Valuation $(6,240) $(10,249)
allowance
-------- --------
$ - $ -
-------- --------
During the year ended August 31, 2010, the Company recorded a valuation
allowance of $(6,240), as compared to $(10,249) for the previous year,
on the deferred tax assets to reduce the total to an amount that management
believes will ultimately be realized. Realization of deferred tax assets is
dependent upon sufficient future taxable income during the period that
deductible temporary differences and carryforwards are expected to be
available to reduce taxable income. There was no other activity in the
valuation allowance account during the year ended August 31, 2010.
F-10
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 8. RESTATEMENT
Due to an accounting error, the Company has restated its financial
statements as of and for the year ended August 31, 2009 to reflect a
correction to an expense of $4,000 for accounting and bookkeeping fees
that were not previously recorded, resulting in an understatement of
expenses for the year ended August 31, 2009 of $4,000. The Company failed
to accrue additional accounting services from a related party that had been
delivered each quarter since inception, of $1,000 per quarter.
This same accounting error resulted in the Company correcting its August 31,
2009 year-end balance sheet to reflect an additional accrued expense of
$7,667 for accounting and bookkeeping fees.
This expense has been recorded prior to September 1, 2008.
The Company's summarized financial statements comparing the restated
financial statements to those originally filed are as follows:
For the year ended
August 31, 2009
------------------
Original Restated Change
-------- -------- --------
BALANCE SHEET
Accrued expense 5,000 12,667 7,667
-------- -------- --------
Total liabilities 7,550 15,217 7,667
-------- -------- --------
Stockholders' Equity
(Deficit) accumulated during
development stage (34,843) (42,510) (7,667)
-------- -------- --------
Total stockholders' equity (7,143) (14,810) (7,667)
-------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 407 $ 407 $ -
======== ======== ========
For the year ended
August 31, 2009
-----------------
Original Restated Change
-------- -------- --------
STATEMENT OF OPERATIONS
Expenses:
General & Administrative-Related Party - 4,000 4,000
-------- -------- --------
Total Expenses 25,283 29,283 4,000
-------- -------- --------
Net (Loss) $(25,283)$(29,283)$(4,000)
======== ======== ========
F-11
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 9. CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less to be cash equivalents.
NOTE 10. RECENT ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all recent accounting pronouncements and believes
that none of them will have a material effect on the Company's financial
statements.
NOTE 11. SUBSEQUENT EVENTS
The Company has evaluated subsequent events since August 31, 2010, and
determined that no such events have occurred.
F-12
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
Item 9A(T). Controls and Procedures.
Evaluation of disclosure controls and procedures
------------------------------------------------
Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are designed to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in rules and forms
adopted by the SEC, and that such information is accumulated and communicated
to management, including the Chief Executive Officer and the Chief Financial
Officer, to allow timely decisions regarding required disclosures.
Management, with the participation of the Chief Executive Officer and the
Chief Financial Officer, who is also the sole member of our Board of
Directors, has evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Form 10-K. Based on
such evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that, as of August 31, 2010, our disclosure controls and procedures
were not effective. Our disclosure controls and procedures were not
effective because of the "material weaknesses" described below under
"Management's annual report on internal control over financial reporting,"
which are in the process of being remediated as described below under
"Management Plan to Remediate Material Weaknesses."
Management's Report On Internal Control Over Financial Reporting
----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officer and effected by the company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
- - Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
27
- - Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
- - Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. All internal
control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are
known features of the financial reporting process, and it is possible to
design into the process safeguards to reduce, though not eliminate, this
risk. Further, over time control may become inadequate because of changes in
conditions or the degree of compliance with the policies or procedures may
deteriorate.
As of August 31, 2010 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: lack of a functioning audit committee due to a
lack of a majority of independent members and a lack of a majority of outside
directors on our board of directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures.
The aforementioned material weakness was identified by our President in
connection with the review of our financial statements as of August 31, 2010.
28
Management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures, which could result in a material misstatement in our
financial statements in future periods.
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
Management's Remediation Initiatives
------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We plan to appoint one or more outside directors to our board of directors who
shall be appointed to an audit committee resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures such as reviewing and
approving estimates and assumptions made by management when funds are
available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the
lack of a functioning audit committee and a lack of a majority of outside
directors on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by August 31, 2011. Additionally, we plan to test our updated
controls and remediate our deficiencies by August 31, 2011.
Changes in internal controls over financial reporting
-----------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B. Other Information.
None.
29
PART III
Item 10. Director, Executive Officer and Corporate Governance.
The following table sets forth certain information regarding our current
director and executive officer. Our executive officers serve one-year terms.
Set forth below are the names, ages and present principal occupations or
employment, and material occupations, positions, offices or employments for
the past five years of our current director and executive officer.
Name Age Positions and Offices Held
--------------- --- --------------------------
Marilyn Montgomery 60 President, Chief Executive Officer,
Financial Officer,
Secretary and Director
-----------------------------------------------------------------------
The business address of our officer/director is c/o Your Event, Inc.,
7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
Set forth below is a brief description of the background and business
experience of our sole officer and director.
Marilyn Montgomery, Director, President and Secretary
-----------------------------------------------------
Ms. Montgomery has over twenty years experience in various sales
positions. From 1988 to 1994, Ms. Montgomery worked as an account
executive for Cell One in Warren, Ohio. From 1994 to 1997, Ms.
Montgomery worked as the Sales Manager for the Holiday Inn
Metroplex. From 1997 to 2001, Ms. Montgomery worked as a
Membership Development Representative with the Youngstown/Warren
Regional Chamber of Commerce.
On March 21, 2003, Ms. Montgomery founded Thin Air, Inc., a Nevada
corporation. Thin Air, Inc. was founded as a S Corporation, whereby
Marilyn Montgomery was the sole owner of this corporation.
Thin Air, Inc. is a licensed, bonded and insured travel agency,
which books hotel rooms for convention attendees and other
business and leisure travelers across the country and around
the world. Ms. Montgomery actively ran Thin Air, Inc. from
March, 2003 through October, 2007. Although Thin Air is still
in business, in October, 2007 it became inactive, and no longer
has any clients. From October, 2007 through the present date,
Ms. Montgomery has been President of Your Event, Inc. Based on
Ms. Montgomery's experience in working in travel industry for
the past eight (8) years, which includes booking corporate events,
she is qualified to serve as director/officer of Your Event.
30
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive
officers and persons who beneficially own more than ten percent of a
registered class of the Company's equity securities to file with the SEC
initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company. Officers,
directors and greater than ten percent beneficial shareholders are
required by SEC regulations to furnish us with copies of all Section
16(a) forms they file. To the best of our knowledge based solely on a
review of Forms 3, 4, and 5 (and any amendments thereof) received by us
during or with respect to the year ended August 31, 2010, the following
persons have failed to file, on a timely basis, the identified reports
required by Section 16(a) of the Exchange Act during fiscal year ended
August 31, 2010:
Known
Number Transactions failures to
Name and of not file a
Principal late timely required
Position reports reported form
--------- ------- ------------ ------------
Marilyn Montgomery President 1 1 1
Note: Marilyn Montgomery did not file a Form 3 in connection with his
initial ownership of 8,200,000 shares in the Company.
Board of Directors
------------------
Our board of directors currently consists of one member, Mr. Marilyn
Montgomery. Our directors serve one-year terms.
Audit Committee
---------------
The company does not presently have an Audit Committee. The sole member of the
Board sits as the Audit Committee. No qualified financial expert has been
hired because the company is too small to afford such expense.
Committees and Procedures
-------------------------
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing
similar functions. The Board acts itself in lieu of committees due
to its small size.
(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because its directors
participate in the consideration of director nominees and the
board and the company are so small.
(3) The members of the Board who acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a)
of the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.
31
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with a clean
background.
(8) The nominating committee's process for identifying and evaluation
of nominees for director, including nominees recommended by security
holders, is to find qualified persons willing to serve with a clean
backgrounds. There are no differences in the manner in which the
nominating committee evaluates nominees for director based on
whether the nominee is recommended by a security holder, or found
by the board.
Code of Ethics
- --------------
We have not adopted a Code of Ethics for the Board and any salaried employees.
Limitation of Liability of Directors
------------------------------------
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation
exclude personal liability for our Directors for monetary damages based upon
any violation of their fiduciary duties as Directors, except as to liability
for any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or any
transaction from which a Director receives an improper personal benefit. This
exclusion of liability does not limit any right which a Director may have to
be indemnified and does not affect any Director's liability under federal or
applicable state securities laws. We have agreed to indemnify our directors
against expenses, judgments, and amounts paid in settlement in connection with
any claim against a Director if he acted in good faith and in a manner he
believed to be in our best interests.
32
Nevada Anti-Takeover Law and Charter and By-law Provisions
----------------------------------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to Your Event, Inc. Section 78.438 of the Nevada law
prohibits the Company from merging with or selling more than 5% of our assets
or stock to any shareholder who owns or owned more than 10% of any stock or
any entity related to a 10% shareholder for three years after the date on
which the shareholder acquired the Your Event, Inc. shares, unless the
transaction is approved by Your Event, Inc.'s Board of Directors. The
provisions also prohibit the Company from completing any of the transactions
described in the preceding sentence with a 10% shareholder who has held the
shares more than three years and its related entities unless the transaction
is approved by our Board of Directors or a majority of our shares, other than
shares owned by that 10% shareholder or any related entity. These provisions
could delay, defer or prevent a change in control of Your Event, Inc.
Item 11. Executive Compensation
The following table sets forth summary compensation information for the
fiscal year ended August 31, 2010 for our President and sole director. We
did not have any executive officer as of the fiscal year end of August 31 ,
2009 receive any compensation.
Compensation
------------
As a result of our the Company's current limited available cash, no officer or
director received compensation since October 30, 2007 (inception) of the
company through August 31, 2010. Your Event, Inc. has no intention of
paying any salaries at this time. We intend to pay salaries when cash flow
permits.
Summary Compensation Table
--------------------------
All
Fiscal Other
Year Compen-
ending Salary Bonus Awards sation Total
Name and Principal Position Aug. 31 ($) ($) ($) ($) ($)
- ----------------------------------------------------------------------------
Marilyn Montgomery CEO/Dir. 2010 -0- -0- -0- -0- -0-
2009 -0- -0- -0- -0- -0-
2008 -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0-
We do not maintain key-woman life insurance for our executive officer/
director. We do not have any long-term compensation plans or stock option
plans.
33
Stock Option Grants
-------------------
We did not grant any stock options to the executive officer or director from
inception through fiscal year end August 31, 2010.
Outstanding Equity Awards at 2010 Fiscal Year-End
-------------------------------------------------
We did not have any outstanding equity awards as of August 31, 2010.
Option Exercises for Fiscal 2010
--------------------------------
There were no options exercised by our named executive officer in fiscal 2010.
Potential Payments Upon Termination or Change in Control
--------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of her resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
---------------------
We did not pay our director any compensation during fiscal years ending
August 31, 2010 or August 31, 2009.
34
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on August 11, 2011 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder has
sole or shared voting or investment power. It also includes shares of common
stock that the stockholder has a right to acquire within 60-days after November
29, 2010 pursuant to options, warrants, conversion privileges or other right.
The percentage ownership of the outstanding common stock, however, is based on
the assumption, expressly required by the rules of the Securities and Exchange
Commission, that only the person or entity whose ownership is being reported
has converted options or warrants into shares of Your Event, Inc.'s common
stock.
We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
----------------------------------------------------------------------
Common Marilyn Montgomery (2) 0 0%
Sole Officer/Director
Common Infinity Holdings(3) 6,548,993 59.50%
Common Million Win Investments
(HK) Limited (4) 1,651,007 15.00%
----------------------------------------------------------------------
DIRECTORS AND OFFICERS
AS A GROUP (1 person) 0 0%
(1) Percent of Class is based on 11,000,000 shares issued and outstanding.
(2) Marilyn Montgomery, 7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
(3) Infinity Holdings, 4-22-10 Ebisu, Shibuya-ku Tokyo 1500013 Japan.
(4) Million Win Investments (HK) Limited, FLAT/RM 602-3, 6/F Bonham Strand
East, Shenghan, Hong Kong, P.R.C. Aiki Kobayashi, CEO of Million Win
Investments (HK) Limited is beneficial owner who has the ultimate voting
control over the shares held this entity.
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
35
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under the
rules of the Securities and Exchange Commission, a person (or group of persons)
is deemed to be a "beneficial owner" of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a beneficial
owner of the same security. A person is also deemed to be a beneficial owner of
any security, which that person has the right to acquire within 60 days,
such as options or warrants to purchase our common stock.
Escrowed shares of founder/promoter
-----------------------------------
Pursuant to NRS 90.500(8), the Company has come to an agreement with Ms.
Montgomery to lock-up her entire common stock holdings in the Company until
the first of the following events occur:
(1) a period of three years from the date of the Company's initial offering
which took place on June 30, 2008;
(2) when the Company's stock is traded on the NASD "Over-the-Counter" at a
average share price of greater than the initial offering price of $0.005
for a minimum of three months;
(3) NASDAQ "Small Cap" or higher market; or
(4) when the Company has paid the initial purchase price back to the
purchasing shareholders in the form of Company dividends.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Marilyn Montgomery, the Company's sole director/officer has contributed
office space for our use since our inception through August 11, 2011.
There is no charge to us for the space. Ms. Montgomery will not seek
reimbursement for the office space contributed.
Your Event, Inc. has not entered into any related party transactions
during its last fiscal year that would be required to be reported
pursuant to Item 404(d) of Regulation S-K.
Marilyn Montgomery, our president, chief executive officer, chief
financial officer secretary and a director, on October 30, 2007 was
issued 8,200,000 founders shares of the Company's $0.001 par value
common stock for $8,200 cash.
Our sole officer/director can be considered a promoter of Your Event, Inc.
in consideration of her participation and managing of the business of the
company since its incorporation.
36
Through a Board Resolution, the Company hired the professional services of
Seale and Beers, CPAs, to perform an audit of the financials for the Company.
Seale and Beers, CPS own no stock in the Company. The company has no formal
contract with its accountants, they are paid on a fee for service basis.
Item 14. Principal Accountant Fees and Services.
Seale and Beers, CPAs served as our principal independent public accountants
for fiscal years ending August 31, 2010 and 2009. Aggregate fees billed to
us for the years ended August 31, 2010 and 2009 were as follows:
For the Years Ended
August 31,
-------------------
2010 2009
-------------------
(1) Audit Fees(1) $9,790 $11,000
(2) Audit-Related Fees -0- -0-
(3) Tax Fees -0- -0-
(4) All Other Fees -0- -0-
Total fees paid or accrued to our principal auditors.
(1) Audit Fees include fees billed and expected to be billed for services
performed to comply with Generally Accepted Auditing Standards (GAAS),
including the recurring audit of the Company's financial statements for such
period included in this Annual Report on Form 10-K and for the reviews of the
quarterly financial statements included in the Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission.
Audit Committee Policies and Procedures
---------------------------------------
We do not have an audit committee; therefore our sole director pre-approves
all services to be provided to us by our independent auditor. This process
involves obtaining (i) a written description of the proposed services, (ii)
the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and
(iii) confirmation from our securities counsel that the services are not among
those that our independent auditors have been prohibited from performing under
SEC rules. Our sole director then makes a determination to approve or
disapprove the engagement of Seale and Beers, CPAs for the proposed
services. In the fiscal year ending August 31, 2010, all fees paid to
Seale and Beers, CPAs were unanimously pre-approved in accordance with
this policy.
Less than 50 percent of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
37
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of this
report:
(a) 1. Financial Statements
Page
----
Management's Report on Internal Control Over Financial Reporting 27
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to the Financial Statements F-6
(b) 2. Financial Statement Schedules
None.
38
(c) 3. Exhibit Index
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
-------------------------------------------------------------------------------
3.1 Your Event, Inc. Articles SB-2 3.1 1-18-08
of Incorporation currently
in effect
-------------------------------------------------------------------------------
3.2 Bylaws as currently SB-2 3.2 1-18-08
in effect
-------------------------------------------------------------------------------
10.1 Lock-up Agreement of Common S-1 10.1 3-04-08
Shares dated January 15, 2008
-------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
-------------------------------------------------------------------------------
31.2 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
-------------------------------------------------------------------------------
39
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Your Event, Inc.
----------------
Registrant
By: /s/ Marilyn Montgomery
--------------------------
Marilyn Montgomery
President and Director
Principal Executive, Financial,
and Accounting Officer
Date: August 11, 2011
---------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated have signed this report below.
By: /s/ Marilyn Montgomery
-----------------------
Marilyn Montgomery
President, Secretary,
Treasurer and Director
(Principal Executive,
Principal Financial and
Principal Accounting Officer)
Date: August 11, 2011
---------------
40
EX-31.1
2
ex311sec302.txt
SECTION 302 CERTIFICATION
Exhibit 31.1 - SECTION 302 CERTIFICATION
CERTIFICATION
I, Marilyn Montgomery, certify that:
1. I have reviewed this report on Form 10-K/A of Your Event, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods
presented in this report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
b) designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles
c) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter
(the small business issuer's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant
auditors and the audit committee of the registrant board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the small
business issuer's ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small
business issuer's internal control over financial reporting.
August 11, 2011
-------------
/s/ Marilyn Montgomery
-------------------------------------
Marilyn Montgomery
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and
Accounting Officer)
EX-32.1
3
ex321sec906.txt
SECTION 906 CERTIFICATION
Exhibit-32.1 -- Certification per Sarbanes-Oxley Act (Section 906)
I am the President of Your Event, Inc., a Nevada corporation (the "Company").
I am delivering this certificate in connection with the Form 10-K/A of the
Company for the fiscal year ended August 31, 2010 and filed with the U. S.
Securities and Exchange Commission ("Form 10-K").
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my
knowledge, the Form 10-K/A fully complies with the requirements of Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the
information contained in the Form 10-K/A fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated: August 11, 2011
-------------
/s/ Marilyn Montgomery
-------------------------------------
Marilyn Montgomery
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and
Accounting Officer)