QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
the quarterly period ended February 29, 2012
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
For the transition period from to
Commission file number: 0-53164
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Ebisu, Shibuya-ku Tokyo, Japan 1500013
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |_| No |X|
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one).
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 April 16, 2012, the registrant has outstanding common stock consisting of 11,000,000 shares, $0.001 Par Value. Authorized - 70,000,000 common voting shares.
The accompanying notes are an integral part of these financial statements.
Net loss per share - basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.01)
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
NOTE 1 - FINANCIAL STATEMENTS
The financial data presented herein is unaudited and should be read in conjunction with the financial statements and accompanying notes included in the 2011 Annual Report on Form 10-K filed by Your Event, Inc. (which, unless the context requires otherwise, shall be referred to herein as the “Company”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at February 29, 2012 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's August 31, 2011 audited financial statements. The results of operations for the periods ended February 29, 2012 and February 28, 2011 are not indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
These condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America 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 February 29, 2012, the Company has not recognized any revenues and has accumulated operating losses of $239,896 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for the acquisition of business across several industry sectors through the implementation of well-defined management strategies. While the Company is putting forth its best efforts to achieve these plans, there is no assurance that any such activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
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 - RECENT ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all recent accounting pronouncements and believes that none of them will have a material effect on the Company's financial position and results of operations.
NOTE 5 - INCOME TAXES
Deferred income tax assets and liabilities are determined based on the differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, using enacted tax laws and rates in effect for the years in which the differences are expected to affect taxable income. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.
As of February 29, 2012 and August 31, 2011, noncurrent deferred tax assets, consisting of net operating losses, amounted to approximately $74,000 and $28,000, respectively. The Company has recorded a full valuation on these deferred tax assets as management estimates not being able to realize these deferred tax assets. The valuation allowance increased by approximately $46,000 and $22,000 during the six-month period ended February 29, 2012 and year ended August 31, 2011, respectively.
At February 29, 2012 and August 31, 2011, the Company had no uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination for tax years since its inception.
NOTE 6 – RELATED PARTY BALANCES AND TRANSACTIONS
The Company received funding from its majority stockholder to fund the operating costs of the Company. Advances received from this stockholder amounted to $246,432 as of February 29, 2012.
One officer received compensation in the amount of $9,559 for the six months ended February 29, 2012, recorded as operating expenses, related party.
NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through April 16, 2012, the date on which the financial statements were available to be issued.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview of Current Operations
Your Event, Inc. (the “Company” or the “Registrant”) was incorporated in the state of Nevada on October 30, 2007. We have not generated any revenue to date and we are a development stage company. On November 29, 2011, the Board of Directors of Your Event, Inc., appointed seven new directors. Prior to this appointment, the Board consisted of one member. On January 5, 2012, the Board of Directors of Your Event, Inc., appointed new officers, all of whom are residents of Japan. The new management of the Company is seeking new business focus areas for the Company.
With the appointment of the new officers and directors, Your Event, Inc., has made a strategic shift in its focus, away from the event planning industry in Las Vegas. The Company is now an acquisition-oriented company that aims to maximize shareholder value by engaging in the development of assets and/or the acquisition of businesses across several sectors through the implementation of well-defined management strategies. Headquartered in Tokyo, the Company is focused on organic growth and expansion through mergers and acquisitions of Japanese companies. In pursuit of its objectives, Your Event seeks to combine the practical acquisition knowledge of a private equity firm with the management and operational expertise of seasoned industry veterans.
We are a small, start-up company, and since our inception on October 30, 2007, we did not generate any revenues and have incurred a cumulative net loss of $239,896, through February 29, 2012.
The next twelve (12) months is dependent on the direction and execution of the Company’s future plans of management. The Company requires significant funding to achieve its business objectives of being able to acquire and manage Japanese businesses.
The analysis of new business opportunities and evaluating new business strategies will be undertaken by the new majority owner and/or the Company's management. In analyzing prospective businesses opportunities, the Company will consider, to the extent applicable, the available technical, financial and managerial resources of any given business venture. Part of the evaluation will also consider the nature of present and expected competition; potential advances in research and development or exploration; the potential for growth and expansion; the likelihood of sustaining a profit within given time frames; the perceived public recognition or acceptance of products, services, trade or service marks; name identification; and other relevant factors.
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.
The Company plans for aggressive growth through acquisition and development by focusing on acquiring companies in Japan. Management will focus their acquisition efforts on value-added acquisitions of businesses across several sections, which are in need of re-positioning or recapitalization in order to achieve desired returns upon project completion, project redevelopment or project repositioning. The Company prefers to acquire businesses outright.
Your Event, Inc. is a developmental stage company. Your Event has brought together a high quality management team with strategically diverse backgrounds including asset acquisition, business consulting, beauty, IT and talent management to build a platform of Japanese businesses that allow for greater penetration into the Japanese market. This team will allow us to move forward as we strive to become the leader in acquiring and managing Japanese growth businesses that maximize returns for the investors.
Many of the Company's competitors include other investment companies seeking to acquire and grow Japanese businesses.
There is no assurance that the Company will be able to compete successfully against present or future competitors or that competitive pressures faced by the Company will not have a material adverse effect on the Company.
Your Event, Inc.'s Funding Requirements
We do not have sufficient capital to become fully operational. We will require additional funding to sustain operations. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business. Without additional funding, it is most likely that our business model will fail, and we shall be forced to cease operations.
The new management of Your Event, Inc. is currently accessing the funding requirements to build the Company. Management will seek different funding sources in order to initiate its business plan.
Results of Operations for the quarter ended February 29, 2012
As of February 29, 2012, the Company had no cash and a prepaid expense of $151,977, as compared to cash of $2,309 and $659 in prepaid expense for the year ended August 31, 2011.
During the three months ended February 29, 2012, the Company had total expenses of $88,955, as compared to total expenses of $52,375 for the same three-month period ended February 28, 2011. The increase in expenses is comprised of increases in auditing and accounting fees of $61,455 offset by decreases in operating expenses of $24,875. The net loss for the three months ended February 29, 2012 was $88,955 as compared to a net loss of $52,375 for the same period last year. Since inception on October 30, 2007, the Company has incurred total expenses of $239,896 through the period ended February 29, 2012.
Since inception on October 30, 2007, the Company has not generated revenues. Plan of Operation
Management does not believe that the Company will be able to generate any significant profit during the fiscal year ending August 31, 2012. The Company's need for capital may change dramatically if it can generate additional revenues from its operations. In the event the Company requires additional funds, the Company will have to seek loans or equity placements to cover such cash needs. There are no assurances additional capital will be available to the Company on acceptable terms.
Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.
The Company experienced operating losses of $239,896 since its inception on October 30, 2007 through the period ended February 29, 2012. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations. (See Note 2 to the financial statements.)
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 February 29, 2012, we did not have any employees. We are dependent upon our officers and directors for our future business development. As our operations expand, we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.
Liquidity and Capital Resources
As of February 29, 2012, the Company had current assets of $151,977 and current liabilities of $256,123. The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. Management has been seeking outside funding for the Company with little success. The current economic downturn has made it difficult to find new capital sources for the Company. No assurances can be given that any new financing can be obtained to future the Company's business plan. One officer received compensation in the amount of $9,559 for the six months ended February 29, 2012. No other amounts were paid to officers or directors during this time period.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.
Item 3. Quantitative and Qualitative Disclosures about Market Risk Not required for smaller reporting companies.
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:
o pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
o provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and
o provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2011. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of August 31, 2011.
A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:
1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the fiscal year ended August 31, 2011. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management Plan to Remediate Material Weaknesses
Management is pursuing the implementation of corrective measures to address the material weaknesses described above. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
The new officers and directors will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.
We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report.
Changes in internal controls over financial reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1 of the Company's Annual Report on Form 10K for the fiscal year ended August 31, 2011 and the discussion in Item 1, above, under "Liquidity and Capital Resources."
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 - Defaults Upon Senior Securities
Item 4 - Submission of Matters to a Vote of Security Holders
Item 5 - Other Information
The Board of Directors of Your Event, Inc., appointed new directors and officers, all of whom are residents of Japan. Prior to this appointment, the Board consisted of one member.
Item 6 - Exhibits
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.
Date: April 16, 2012
/s/ Masaya Konishi
Name: Masaya Konishi
Title: Chief Executive Officer and Director