10-Q/A 1 yevnqanov.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ Amendment No. 1 to FORM 10-Q/A ------------------ |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2010 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 000-53164 YOUR EVENT, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 26-1375322 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one). Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |_| Smaller Reporting Company |X| (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_| As of May 9, 2011, the registrant's outstanding common stock consisted of 11,000,000 shares, $0.001 Par Value. Authorized - 70,000,000 common voting shares. Explanatory Note ---------------- We are filing this Amendment No. 1 on Form 10-Q/A for the quarter ended November 30, 2010 to amend our Form 10-Q originally filed with the U. S. Securities and Exchange Commission on January 12, 2011. We are filing this amendment for the purpose of providing corrected information concerning our Controls and Procedures under Item 4. Unless otherwise expressly stated, this Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-Q, or modify or update in any way disclosures contained in the original Form 10-Q. Table of Contents Your Event, Inc. Index to Form 10-Q For the Quarterly Period Ended November 30, 2010
Part I. Financial Information Page Item 1. Financial Statements Condensed Balance Sheets 3 Condensed Statements of Operations 4 Condensed Statements of Cash Flows 5 Notes to the Unaudited Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16 Item 4T. Controls and Procedures 16 Part II Other Information Item 1. Legal Proceedings 20 Item 1A. Risk Factors 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 3 -- Defaults Upon Senior Securities 20 Item 4 -- Submission of Matters to a Vote of Security Holders 20 Item 5 -- Other Information 20 Item 6. Exhibits 21 Signatures 22
2 Part I. Financial Information Item 1. Financial Statements Your Event, Inc. (A Development Stage Company) Condensed Balance Sheets
November 30,August 31, 2010 2010 (Unaudited) (Audited) ---------- ---------- ASSETS Current Assets: Cash $ 55,577 $ 80,677 Prepaid expense 3,190 1,525 ---------- ---------- Total current assets 58,767 82,202 ---------- ---------- TOTAL ASSETS $ 58,767 $ 82,202 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,020 $ 2,040 Accrued expense - 4,750 ---------- ---------- Total liabilities 2,020 6,790 ---------- ---------- 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 11/30/10 and 8/31/10, respectively 11,000 11,000 Additional paid-in capital 124,750 124,750 (Deficit) accumulated during development stage (79,003) (60,338) ---------- ---------- Total stockholders' equity 56,747 75,412 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 58,767 $ 82,202 ========== ==========
The accompanying notes are an integral part of these financial statements. 3 Your Event, Inc. (A Development Stage Company) Condensed Statements of Operations (Unaudited)
For the For the three period from For the three months ending October 30, 2007 months ending November 30, (Inception) to November 30, 2009 November 30, 2010 (Restated) 2010 -------------- -------------- --------------- REVENUE $ - $ - $ - EXPENSES: Advertising - - 1,054 Auditing fees 20 - 27,310 General & Administrative 18,645 368 40,639 General & Administrative- Related Party - 1,000 10,000 -------------- -------------- --------------- Total expenses 18,665 1,368 79,003 -------------- -------------- --------------- Net (loss) before income taxes (18,665) (1,368) (79,003) Provision for income taxes - - - -------------- -------------- --------------- NET (LOSS) $ (18,665) $ (1,368) $ (79,003) ============== ============== =============== 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. 4 Your Event, Inc. (A Development Stage Company) Condensed Statements of Cash Flows (Unaudited)
For the For the three period from For the three months ending October 30, 2007 months ending November 30, (Inception) to November 30, 2009 November 30, 2010 (Restated) 2010 -------------- -------------- --------------- OPERATING ACTIVITIES Net (loss) $ (18,665) $ (1,368) $ (79,003) Adjustments to reconcile net loss to net cash used by operating activities: (Increase)decrease in: Prepaid expense (1,665) - (3,190) Increase(decrease) in: Accounts payable (20) 5,075 2,020 Accrued expense (4,750) (5,000) - Accrued expense - related party - 1,000 - -------------- -------------- --------------- Net cash (used) by operating activities (25,100) (293) (80,173) -------------- -------------- --------------- FINANCING ACTIVITIES Sales of common stock - - 15,000 Contributed capital - 5,000 120,750 -------------- -------------- --------------- Net cash provided by financing activities - 5,000 135,750 -------------- -------------- --------------- NET CHANGE IN CASH (25,100) 4,707 55,577 CASH AT BEGINNING OF PERIOD 80,677 407 - -------------- -------------- --------------- CASH AT END OF PERIOD $ 55,577 $ 5,114 $ 55,577 ============== ============== =============== SUPPLEMENTAL DISCLOSURES: Interest paid $ - $ - $ - Income taxes paid $ - $ - $ - Non-cash transactions $ - $ - $ -
The accompanying notes are an integral part of these financial statements. 5 Your Event, Inc. (A Development Stage Company) Notes to the Unaudited Condensed Financial Statements November 30, 2010 (Unaudited) NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at November 30, 2010 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's August 31, 2010 audited financial statements. The results of operations for the periods ended November 30, 2010 and 2009 are not necessarily indicative of the operating results for the full year. NOTE 2 - GOING CONCERN These condensed financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of November 30, 2010, the Company has not recognized any revenues and has accumulated operating losses of $(79,003) since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. 6 Your Event, Inc. (A Development Stage Company) Notes to the Unaudited Condensed Financial Statements November 30, 2010 (Unaudited) NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 4 - CONCENTRATION OF CREDIT RISK Cash Balances - ------------- The Company maintains its cash in financial institutions in the United States. Balances maintained in the United States are insured by the Federal Deposit Insurance Corporation (FDIC). Deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2013. NOTE 5. 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. 7 Your Event, Inc. (A Development Stage Company) Notes to the Unaudited Condensed Financial Statements November 30, 2010 (Unaudited) NOTE 6. RESTATEMENT Due to an accounting error, the Company has restated its financial statements as of and for the quarter ended November 30, 2009 to reflect a correction to an expense of $25 for stock transfer fees and $1,000 for accounting and bookkeeping fees that were not previously recorded, resulting in an understatement of expenses for the three month period of $1,025. 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. The Company's summarized financial statements comparing the restated financial statements to those originally filed are as follows: For the three months ended November 30, 2009 ----------------- Original Restated Change -------- -------- -------- STATEMENT OF OPERATIONS Expenses: General & Administrative 343 368 25 General & Administrative-Related Party - 1,000 1,000 -------- -------- -------- Total Expenses 343 1,368 1,025 -------- -------- -------- Net (Loss) $ (343) $(1,368) $(1,025) ======== ======== ======== STATEMENT OF CASH FLOWS Net (loss) $ (343) $(1,368) $ 1,025 Adjustments to reconcile net loss to net cash used by operating activities: Increase in: Accounts payable 5,050 5,075 (25) Accrued expense (5,000) (5,000) - Accrued expense - related party - 1,000 (1,000) -------- -------- -------- Net cash (used) by operating activities $ (293) $ (293) $ - NOTE 7. SUBSEQUENT EVENTS The Company has evaluated subsequent events from November 30, 2010 through the date the financial statements are issued, and has determined that no such events have occurred. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Information The Company may from time to time make written or oral "forward-looking statements" including statements contained in this report and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, in addition to others not listed, could cause the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking system and financial markets, including the impact on the Company's suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business which it might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Critical Accounting Policies ---------------------------- There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual Report for the fiscal year ended August 31, 2010. 9 Results of Operations --------------------- Overview of Current Operations ------------------------------ Your Event, Inc. was incorporated in the state of Nevada on October 30, 2007. We have not generated any revenue to date and we are a development stage company. 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. Activities to date have been limited primarily to organization, initial capitalization, establishing an appropriate operating facility in Las Vegas, Nevada, and commencing our initial operational plans. As of the date of this annual report, the Company has developed a business plan, established administrative offices and begun contracting potential clients for our 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 November 30, 2010, we did not generate any revenues and have incurred a cumulative net loss of $(79,003). Based on the small size of our Company, management views that it requires funding for two separate areas of the company's 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. In the meantime, management plans to initiate its business operations on a limited basis, by building a customer base and hosting events where it has the capacity to do so. 10 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 '05/'06, as reported by PROMO, 96% of marketing executives use events in their marketing mix. Because of these trends, Your Event, Inc. believes it is positioned to gain a greater share of the market for event production services and grow its operations moving forward. 11 Marketing Strategy ------------------ Your Event, Inc. will generate leads through its relationship with Thin Air, Inc., a licensed, bonded and insured travel agency. Thin Air, Inc. has been in business booking business travel since 2003, and the Company expects to market its event planning services to Thin Air, Inc.'s existing 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 Thin Air, Inc.'s established client base. This marketing letter will introduce Thin Air, Inc.'s clients to Your Event Inc.'s services. Based upon the responses received from this marketing letter, the marketing letter will be refined, and then sent to Thin Air, Inc.'s entire client base, which totals over 1,000 clients. Your Event, Inc. will then follow up with clients who respond to the second marketing letter by telephone to conduct further market research and solicit business. It is anticipated that approximately 50 potential clients will respond to the second marketing letter. 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. Products and Services --------------------- The Company'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. 12 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, Inc. There is no assurance that the Company will be able to compete successfully against present or future competitors or that competitive pressures faced by the Company will not have a material adverse effect on the Company. Your Event, Inc.'s Funding Requirements --------------------------------------- We do not have sufficient capital to become fully operational. We will require additional funding to sustain operations. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business. Without additional funding, it is most likely that our business model will fail, and we shall be forced to cease operations. Management anticipates Your Event, Inc. will require at least $200,000 to 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 will continue to seek different funding sources in order to initiate its business plan. Management has been seeking funding from a number of sources, but has not secured any funding at this time. Management has been unable to raise the necessary capital during these weak economic conditions. Results of Operations for the quarter ended November 30, 2010 ------------------------------------------------------------- Due to an accounting error, the Company has restated its financial statements as of and for the quarter ended November 30, 2009 to reflect a correction to an expense of $25 for transfer agent fees and $1,000 for accounting and bookkeeping fees that were not previously recorded, resulting in an understatement of expenses for the three month period of $1,025. The Company failed to accrue additional accounting services that had been delivered each quarter since inception, of $1,000 per quarter. During the quarter ended November 30, 2010, the Company had cash of $55,577 and a prepaid expense for transfer fees of $3,190, as compared to cash of $5,114 and no prepaid expense for the same period last year. During the quarter ended November 30, 2010, the Company had expenses of $18,665, as compared to expenses of $1,368 for the same period last year. This was primarily due to general and administrative expenses that consisted of legal and transfer agent fees. Since inception on October 30, 2007, the Company has incurred total expenses of $79,003 through the period ended November 30, 2010. 13 Revenues -------- During the three month period ended November 30, 2010, the Company generated no revenues and compared to no revenues for the same period last year. Since inception on October 30, 2007, the Company has generated no revenues. Plan of Operation ----------------- Management does not believe that the Company will be able to generate any significant profit during the coming year. Management has agreed to keep the Company funded at its own expense, without seeking reimbursement for expenses paid. The Company's need for capital may change dramatically if it can generate additional revenues from its operations. In the event the Company requires additional funds, the Company will have to seek loans or equity placements to cover such cash needs. There are no assurances additional capital will be available to the Company on acceptable terms. Management is currently exploring various business strategies to help the Company's business. This includes evaluating various options and strategies. The analysis of new business opportunities and evaluating new business strategies will be undertaken by or under the supervision of the Company's sole Officer. In analyzing prospective businesses opportunities, management will consider, to the extent applicable, the available technical, financial and managerial resources of any given business venture. Management will also consider the nature of present and expected competition; potential advances in research and development or exploration; the potential for growth and expansion; the likelihood of sustaining a profit within given time frames; the perceived public recognition or acceptance of products, services, trade or service marks; name identification; and other relevant factors. The Company anticipates that the results of operations of a specific business venture may not necessarily be indicative of the potential for future earnings, which may be impacted by a change in marketing strategies, business expansion, modifying product emphasis, changing or substantially augmenting management, and other factors. Management will analyze all relevant factors and make a determination based on a composite of available information, without reliance on any single factor. Going Concern ------------- Going Concern - The Company experienced operating losses, of $(79,003) since its inception on October 30, 2007 through the period ended November 30, 2010. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations. (See Financial Footnote 2.) 14 Summary of any product research and development that we will perform for the term of our plan of operation ----------------------------------------------------------------------------- We do not anticipate performing any additional significant product research and development under our current plan of operation. Expected purchase or sale of plant and significant equipment ------------------------------------------------------------ We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time. Significant changes in the number of employees ---------------------------------------------- As of November 30, 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. Liquidity and Capital Resources ------------------------------- The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. Management has been seeking outside funding for the Company with little success. The current economic downturn has made it difficult to find new capital sources for the Company. No assurances can be given that any new financing can be obtained to future the Company's business plan. As a result of our the Company's current limited available cash, no officer or director received compensation through the three months ended 15 November 30, 2010. No officer or director received stock options or other non-cash compensation since the Company's inception through November 30, 2010. The Company has no employment agreements in place with its officers. Nor does the Company owe its officers any accrued compensation, as the Officers agreed to work for company at no cost, until the company can become profitable on a consistent Quarter-to-Quarter basis. Off-Balance Sheet Arrangements ------------------------------ We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors. Critical Accounting Policies and Estimates ------------------------------------------ Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable. Item 4T. Controls and Procedures Evaluation of Disclosure Controls and Procedures ------------------------------------------------ Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. 16 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 report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses." Management's Report on Internal Control over Financial Reporting ---------------------------------------------------------------- Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: o pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; o provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and o provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. 17 Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2010. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of August 31, 2010. A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following: 1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; 2) inadequate segregation of duties consistent with control objectives; and 3) ineffective controls over period end financial disclosure and reporting processes. We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the fiscal year ended June 30, 2009. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. Management Plan to Remediate Material Weaknesses ------------------------------------------------ Management is pursuing the implementation of corrective measures to address the material weaknesses described below. 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: 18 We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. 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. We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above. Changes in Internal Control over Financial Reporting ---------------------------------------------------- There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This amended quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report. (c) 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. 19 PART II. OTHER INFORMATION Item 1 -- Legal Proceedings From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us. Item 1A - Risk Factors See Risk Factors set forth in Part I, Item 1 of the Company's Annual Report on Form 10K for the fiscal year ended August 31, 2009 and the discussion in Item 1, above, under "Liquidity and Capital Resources." Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds We have not sold any of our equity securities during the quarter ending November 30, 2010. Item 3 -- Defaults Upon Senior Securities None. Item 4 -- Submission of Matters to a Vote of Security Holders None. Item 5 -- Other Information None. 20 Item 6 -- Exhibits 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 ----------------------------------------------------------------------------- 32.1 Certification of President X and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act ----------------------------------------------------------------------------- 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Your Event, Inc. ------------------------ Registrant By: /s/ Marilyn Montgomery ------------------------------ Name: Marilyn Montgomery Title: President/CFO/Director Dated: May 9, 2011 ----------- 22