LINGERIE FIGHTING CHAMPIONSHIPS, INC. - Quarter Report: 2008 May (Form 10-Q)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: May 31, 2008
or
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to __________________
Commission File Number
333-148005
SPARKING EVENTS, INC.
(Exact name of registrant as specified in its charter)
Nevada
20-8009362
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
112 North Curry St.
Carson City, NV
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(Address of principal executive offices)
(775) 321-1013
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(Registrant’s telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act 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.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of June 26, 2008 the registrant had 9,460,000 shares of common stock, $0.001 par value, issued and outstanding.
Index
| Page Number |
PART I – FINANCIAL INFORMATION |
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ITEM 1. Financial Statements |
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Balance Sheets as of May 31, 2008 and February 28, 2008 | 2 |
Statements of Operations for three months ended May 31, 2008; three months ended May 31, 2007; from inception (November 29, 2006) to May 31, 2008 | 3 |
Statement of Stockholders’ Equity (Deficit) from inception (November 29, 2006) to May 31, 2008 | 4 |
Statements of Cash Flows for three months ended May 31, 2008; three months ended May 31, 2007 and from inception (November 29, 2006) to May 31, 2008 | 5 |
Notes to Interim Financial Statements to May 31, 2008 | 6 |
Item 2. Management’s Discussion and Analysis or Plan of Operation | 10 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 11 |
Item 4. Controls and Procedures | 12 |
PART II – OTHER INFORMATION |
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Item 1. Legal Proceedings | 13 |
Item 1A. Risk Factors | 13 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
Item 3. Defaults Upon Senior Securities | 14 |
Item 4. Submission of Matters to a Vote of Security Holders | 14 |
Item 5. Other Information | 14 |
Item 6. Exhibits | 14 |
SPARKING EVENTS, INC.
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
MAY 31, 2008
FEBRUARY 29, 2008
TABLE OF CONTENTS
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
SPARKING EVENTS, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
| May 31, 2008 | February 29, 2008 |
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ASSETS |
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CURRENT ASSETS |
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Cash | $ 3,657 | $ 3,935 |
Total current assets | 3,657 | 3,935 |
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Total assets | $ 3,657 | $ 8,869 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities Due to related party | $ 2,975 594 | $ 7,175 594 |
Total current liabilities | 3,569 | 7,769 |
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STOCKHOLDERS’ EQUITY (DEFICIT) |
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Capital stock |
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Authorized |
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75,000,000 shares of common stock, $0.001 par value, |
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Issued and outstanding: 9,460,000 at May 31, 2008 and |
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9,000,000 shares at February 29, 2008 | 9,460 | 9,000 |
Additional paid in capital | 8,740 | - |
Deficit accumulated during the development stage | (18,112) | (12,834) |
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Total stockholders’ equity (deficit) | 88 | (3,834) |
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Total liabilities and stockholders’ equity (deficit) | $ 3,657 | $ 3,935 |
The accompanying notes are an integral part of these financial statements
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SPARKING EVENTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
| Three months ended May 31, 2008 | Three months ended May 31, 2007 | November 29, 2006 (date of inception) to May 31, 2008 |
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EXPENSES |
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Office and general | $ 603 | $ 18 | $ 4,241 |
Professional fees | 4,675 | 0 | 13,871 |
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NET LOSS | $ (5,278) | $ (18) | $ (18,112) |
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BASIC NET LOSS PER SHARE | $ (0.00) | $ ( 0.00) |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 9,310,984 | 9,000,000 |
The accompanying notes are an integral part of these financial statements
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SPARKING EVENTS, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FROM INCEPTION (NOVEMBER 29, 2006) TO MAY 31, 2008
Common Stock | Additional Paid in Capital | Deficit Accumulated During the Development Stage | Total | ||
Number of shares | Amount |
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Balance, November 29, 2006 | - | $ - | - | $ - | $ - |
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Common stock issued for cash at $0.001 |
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per share December 11, 2006 | 9,000,000 | 9,000 | - | - | 9,000 |
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Net loss, February 28, 2007 |
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| (1,926) | (1,926) |
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Balance, February 28, 2007 | 9,000,000 | 9,000 | - | (1,926) | 7,074 |
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Net loss, February 29, 2008 | 9,000,000 |
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| (10,908) | (10,908) |
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Balance, February 29, 2008 | 9,000,000 | $ 9,000 | - | $ (12,834) | $ (3,834) |
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Common stock issued for cash at $0.02 per share March to May 2008 | 460,000 | 460 | 8,740 |
| 9,200 |
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Net loss, May 31, 2008 |
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| (5,278) | (5,278) |
Balance May 31, 2008 | 9,460,000 | $ 9,460 | 8,740 | $ (18,112) | $ 88 |
The accompanying notes are an integral part of these financial statements
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SPARKING EVENTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
Three months ended May 31, 2008 | Three months ended May 31, 2007 | November 29, 2006 (date of inception) to May 31, 2008 | ||
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss | $ (5,278) | $ (18) | $ (18,112) | |
Adjustment to reconcile net loss to net cash used in operating activities |
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Increase (decrease) in accrued expenses | (4,200) | - | 2,975 | |
Increase in shareholder loan | - | 99 | 594 | |
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (9,478) | 81 | (14,543) | |
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CASH FLOWS FROM INVESTING ACTIVITIES | - | - | - | |
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CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the sale of common stock | 9,200 | - | 18,200 | |
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NET CASH PROVIDED BY FINANCING ACTIVITIES | 9,200 | - | 18,200 | |
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NET INCREASE (DECREASE) IN CASH | (278) | 81 | 3,657 | |
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CASH, BEGINNING OF PERIOD | 3,935 | 8,869 | - | |
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CASH, END OF PERIOD | $ 3,657 | $ 8,950 | $ 3,657 | |
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Supplemental cash flow information and noncash financing activities:
Cash paid for:
Interest | $ - | $ - | $ - |
Income taxes | $ - | $ - | $ - |
The accompanying notes are an integral part of these financial statements
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SPARKING EVENTS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2008 |
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Sparking Events, Inc. (“Company”) is in the initial development stage and has incurred losses since inception totalling $18,112 The Company was incorporated on November 29, 2006 in the State of Nevada and established a fiscal year end of February 28. The Company is a development stage enterprise organized to enter into the special event and concert production industry.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
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.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Income Taxes
The Company follows the liability method of accounting for income taxes in accordance with Statements of Financial Accounting Standards (“SFAS”) No.109, “Accounting for Income Taxes” and clarified by FIN 48 “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations
Stock-based Compensation
The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date.
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SPARKING EVENTS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2008 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Share Based Expenses
In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share Based Payment.” This statement is a revision to SFAS 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends FASB Statement No. 95, “Statement of Cash Flows.” This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted SFAS No. 123R upon creation of the company and expenses share based costs in the period incurred.
Recent Accounting Pronouncements
SFAS 141(R) - In December 2007, the FASB issued SFAS 141(R), “Business Combinations.” This Statement replaces SFAS 141, “Business Combinations,” and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, “Accounting for Income Taxes,” to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. It also amends SFAS 142, “Goodwill and Other Intangible Assets,” to, among other things, provide guidance on the impairment testing of acquired research and development intangible assets and assets that the acquirer intends not to use. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We are currently assessing the potential impact that the adoption of SFAS 141(R) could have on our financial statements.
SFAS 160 - In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements.” SFAS 160 amends Accounting Research Bulletin 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. We are currently assessing the potential impact that the adoption of SFAS 141(R) could have on our financial statements.
SFAS 161 - In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities”, an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and nonderivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2008. We do not expect that the adoption of SFAS 161 will have a material impact on our financial condition or results of operation.
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SPARKING EVENTS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2008 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Going concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have cash nor material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.
The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares. As of May 31, 2008, the Company had issued 9,000,000 Founder’s shares at $0.001 per share for net funds to the Company of $9,000 and 460,000 shares at $0.02 per share in private placement stock for net funds of $9,200 to the Company.
NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of SFAS No. 107and SFAS No. 157, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.
NOTE 4 – CAPITAL STOCK
The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
As of May 31, 2008, the Company has not granted any stock options and has not recorded any stock-based compensation.
On December 11, 2006, a director of the Company purchased 9,000,000 shares of the common stock in the Company at $0.001 per share for $9,000.
During March, April and May 2008 the Company sold 460,000 shares of the common stock to investors at a price of $0.02 per share in a private placement, for a total of $9,200.
NOTE 5 – RELATED PARTY TRANSACTIONS
As of May 31, 2008, the Company received advances from a Director in the amount of $594 to pay for incorporation costs and filing fees. The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.
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SPARKING EVENTS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2008 |
NOTE 6 – INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Per Statement of Accounting Standard No. 109 – Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No.109, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.
The components of the Company’s deferred tax asset as of May 31, 2008 and May 31, 2007 are as follows:
| May 31, 2008 | May 31, 2007 | |
Net Operating loss carryforward | $ 5,278 | $ 18 | |
Valuation allowance | (5,278) | (18) | |
Net deferred tax asset | $ 0 | $ 0 | |
A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows:
| May 31, 2008 | May 31, 2007 | Since Inception |
Tax at statutory rate (35%) | $ 1,847 | $ 6 | $ 6,339 |
Increase in valuation allowance | (1,847) | (6) | (6339) |
Net deferred tax asset | $ 0 | $ 0 | $ 0 |
The net federal operating loss carry forward will expire between 2027 and 2028. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
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ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis of our plan of operation should be read in conjunction with our financial statements and related notes included elsewhere in this quarterly report.
This interim report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to our management. The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.
Overview
Sparking Events, Inc. (“Sparking Events,” “the Company”, “us”, “our” or “we,”) was incorporated in the State of Nevada as a for-profit company on November 29, 2006 and established a fiscal year end of February 28. We are a development-stage company organized to enter into the special event and concert production industry. We intend to provide unique entertainment productions through the promotion of both well known and undiscovered musical talent to be showcased in established venues.
The Company did not generate any revenue during the quarter ended May 31, 2008. As of the fiscal quarter ended May 31, 2008 we had $3,657 of cash in the bank. During the financial quarter we incurred expenses of $5,278 comprised of professional fees and general expenses.
We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to sell additional capital through private equity placements, debt securities and/or seek alternative sources of financing. If we are unable to obtain additional financing, we may be required to reduce the scope of our business plan, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favorable terms, if at all.
Plan of Operation
To date our operations have been directed toward the identification of potential artists and venues for our productions. We have not yet implemented our business model or booked any acts or shows.
Over the next 12 months we intend to raise capital and continue our research into suitable artists, create working relationships with these potential artists and their agencies and book concerts. Our initial objective is to raise sufficient capital through the sale of our common stock to enable us to initiate our business. Our President is currently contacting potential investors who may be interest in purchasing the common stock of the Company.
Our President will travel to various cities in North America to make personal contact with artists and their agents in order to book our first acts or tours into compatible venues. We anticipate the cost of travel and related expenses, such as the cost of a computer to manage our business records, will be approximately $22,000. We intend to book 2 concerts every 3 months for three consecutive three month periods therefore we plan on producing six concerts over the next twelve months. The marketing of concerts we intend to
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produce during each three month period will commence on the starting date of each period. We plan on booking advertising in various media, including radio spots and printing the necessary promotional materials for each event. Marketing and advertising costs are expected to be approximately $37,000.
The Company will engage all sub contractors specifically needed for each production. We intend to utilize the top lighting, sound, staging, street teams and security outfits for our concerts.
We anticipate administration expenses to total approximately $11,100.
If we can complete our business plan and receive positive results from our operations and approval of our services from the public as demonstrated through good attendance at our productions, we will attempt to raise further capital through a private placement and public offering in order to produce more concerts or engage higher profile acts.
If we are unable to raise sufficient capital through the sale of our common stock, we will either suspend marketing operations until we do raise the cash, or cease operations entirely.
If we are unable to complete any phase of our systems development or marketing efforts because we don’t have enough money, we will cease our development and or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our concert production plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and our investors would lose their entire investment.
Management does not plan to hire any employees at this time. Our sole officer and director will be responsible for the initial production sourcing. We will hire an independent consultant to build an internet website to market our productions.
Off Balance Sheet Arrangements.
As of the date of this Quarterly Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $70,100 over the next twelve months. The cost of maintaining our reporting status is estimated to be an additional $9,900 over this same period. Our officer and director, Carlo Giusto has provided the Company with initial operating capital to sustain our business over the next twelve month period as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement. Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.
Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
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ITEM 4. CONTROLS AND PROCEDURES
Within 90 days prior to the end of the period covered by this report the registrant carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). This evaluation was done under the supervision and the participation of the registrant’s President and Principal Financial Officer. Based upon that evaluation, he identified that the lack of segregation of accounting duties as a result of limited personal resources to be a material weakness the registrant’s disclosure controls and procedures. Other than for this exception he believes that the Company’s disclosure controls are effective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act. Management believes that the material weaknesses did not have an affect on the Company's financial results.
Item 4T. CONTROLS AND PROCEDURES
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
As of May 31, 2008 management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in 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 control 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 the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's 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; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of May 31, 2008 and communicated the matters to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.
We are committed to improving our financial organization. As part of this commitment, 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 the Company: i)
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Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
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 the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2008 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
Section 1350 Certification of Chief Executive Officer
32.2
Section 1350 Certification of Chief Financial Officer **
* Included in Exhibit 31.1
** Included in Exhibit 32.1
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Sparking Events, Inc.
BY: /s/ Carlo Giusto
____________________________________
Carlo Giusto
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer and Director
Dated: July 15 , 2008
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