UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to __________________
Commission file number: 333-131168
TAG EVENTS CORP.
(Name of small business issuer in its charter)
Nevada 20-5526104
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
1239 West Georgia St. Suite 1208
Vancouver, BC, Canada, V6E 4R8
(Address of principal executive offices)
(778) 288-4461
Issuer's telephone number
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No _____
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
Yes X No _____
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes X No _____
State issuer's revenues for its most recent fiscal year: Nil
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)
$45,000 as at November 29 2007 based on the last sale price of our common stock
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
5,250,000 shares of common stock as at November 29, 2007
TABLE OF CONTENTS
PAGE
ITEM 1: DESCRIPTION OF BUSINESS..............................................4
ITEM 2: DESCRIPTION OF PROPERTY..............................................9
ITEM 3: LEGAL PROCEEDINGS....................................................9
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................9
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............9
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............9
ITEM 7: FINANCIAL STATEMENTS................................................11
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES...............................................21
ITEM 8A: CONTROLS AND PROCEDURES............................................21
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS........22
ITEM 10: EXECUTIVE COMPENSATION.............................................23
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....23
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................23
ITEM 13: EXHIBITS AND REPORTS...............................................24
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVCES..............................24
PART I
ITEM 1: DESCRIPTION OF BUSINESS
We are involved in music event organization and promotion. We were formed as a
corporation pursuant to the laws of Nevada on July 18, 2006. To date, we have
held two recorded music events in Vancouver night clubs featuring locally known
disc jockeys ("DJ's"). We generate revenue at such events by selling admission
tickets to the people that wish to attend our events.
Our president was involved in the organization of music and DJ events in the
two years preceding the formation of our company. During that period, he
developed valuable contacts in the Vancouver entertainment and promotions
industry. We intend to take advantage of Mr. Balykin's experience and his
contacts. Our business strategy is to continue organizing DJ events in night
clubs. We also intend to begin organizing live music concerts in the Greater
Vancouver, British Columbia area.
To help cover some of the expenses of organizing and promoting events, we
intend to seek sponsors for our events. Sponsors will pay a fee in return for
their product being advertised at our events. To attract prominent sponsors,
we will need to increase attendance at our events and increase the popularity
of our brand. We intend to invite top DJ's and live bands to perform at our
events. As the quality and popularity of our performers increases, we will have
to pay higher amounts to secure such artists. Net profit, if any, will be the
amount remaining after deducting the costs of advertising the event and paying
he performers.
AGREEMENTS WITH PERFORMERS
Currently, we have had two DJ's that have performed at our initial events and
have verbally indicated that they will perform at future events. We will also
attempt to establish similar relationships with new DJ's and live bands. We
will solicit potential performers by contacting them personally or by
contacting their agents and representatives. First, we intend to rely on our
president's past contacts in the industry. As well, other performers will be
selected based on their past performances, their talent, recordings, and our
belief whether they appeal to our clientele. We do not intend on signing
regular performance contracts with performers due to the constantly changing
tastes and demands in the entertainment industry. Instead, we will execute
single event contracts with most artists. At initially planned events, the
performers will be paid between $100 and $2,000 per show, based on their
popularity and the size of the event. Generally, we pay the artist one third
of their fee before the event and the rest immediately after the event.
As our operations expand, we will attempt to secure agreements with performers
that will attract larger crowds in sizable venues. Such artists will request
substantially more money for their services.
AGREEMENT WITH VENUE OWNERS/MANAGERS
Generally, when we secure a venue for an event, we do not pay any rental fee
for the use of their facilities. Instead, the venue retains all the revenue
from sale of alcohol and any refreshments. Currently we have a few nightclubs
with which we have verbal agreements to conduct events on regular basis. We
will contact additional venues with view of executing additional agreements
with them. We will attempt to execute as many written agreements as possible;
however some of the agreements will have to be oral due to the nature of the
night club promotions industry. There is no guarantee that we will able to
execute sufficient number of agreements to stay in business. If the venue
manager is not convinced that our event will generate sufficient
bar revenue, we may not be able to reach a rental agreement, or be required to
pay a deposit or a rental fee. Even if we reach a sufficient number of written
agreements most of them are not easily enforceable due to high legal
enforcement costs. We will have to rely mostly on good faith of the venue
management.
As our operations expand, we will consider renting venues and obtaining liquor
licenses for significant events. In such situations, our cost of organization,
promotion and security will be greater, but we will likely generate more
revenue through the sale of alcohol.
AGREEMENT WITH SPONSORS
Sponsors pay a cash fee in consideration for us advertising their products at
one of our events. We intend to contact potential sponsors with view of
executing contracts with them for regular sponsorships. In particular, we
intend to contact beer and hard liquor companies and their distribution agents.
ADVERTISING AND PROMOTING
For each event, we allocate advertising expense and decide on the advertising
media. The following is a list of advertising media we currently use or intend
to use at our events:
{circle}INTERNET ADVERTISING: advertising on night life promotion websites,
building email lists and sending out invitations for each event
{circle}FLYERS AND POSTERS: designing, printing and distributing flyers and
posters to our potential clientele before each event
{circle}PROMOTERS NETWORK: building a promotion team that advertise our
events via word of mouth
{circle}OTHER MEDIA: advertising on TV, radio, newspaper
CONDUCTING THE EVENT
To make sure our events are successful, we prepare the venue by checking the
sound equipment and lighting equipment. We may have to supply rental sound
equipment to supplement older, less reliable sound systems. We ensure that
there are security personnel on duty and first aid attendants readily
available. At the end of the event, we may be responsible for removing
decorations and returning the extra equipment.
SHARE OF MARKET
Our expected share of the event promotion market is difficult to determine
given that most promoters are private businesses that have no duty to publicly
disclose their revenue. However, we believe that due to the vast size of the
promotion market in Canada, our market share will likely be less than one
percent.
COMPLIANCE WITH GOVERNMENT REGULATION
We do not believe that government regulation will have a material impact on the
way we conduct our business.
EMPLOYEES
We have no employees as of the date of this annual report other than our sole
director.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any other research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
annual report before investing in our common stock. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to
any of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS MAY FAIL.
Our business plan calls for ongoing expenses in connection with advertising and
organizing our events. We have generated minimal revenue from operations to
date.
At September 30, 2007, we had cash on hand of $11,308 and we have accumulated
a deficit of $44,198 in business development and administrative expenses during
the most recent fiscal year. In order to expand our business operations, we
anticipate that we will have to raise additional funding. If we are not able to
raise the capital necessary to fund our business expansion objectives, we may
have to delay the implementation of our business plan.
We do not currently have any arrangements for financing. Obtaining additional
funding will be subject to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. The most likely source of
future funds recently available to us is through the sale of additional shares
of common stock.
BECAUSE WE HAVE ONLY CONDUCTED EVENTS OF LIMITED CAPACITY, WE FACE A HIGH RISK
OF BUSINESS FAILURE.
We were incorporated on July 18, 2006 and to date have been involved in
organizing smaller events of limited capacity. We have earned little revenues
as of the date of this annual report and have incurred total losses of $44,198
from our incorporation to September 30, 2007.
Accordingly, you cannot evaluate our business, and therefore our future
prospects, due to a minimal of operating history. To date, our business
development activities have consisted solely of organizing two events and
negotiating verbal agreements with one DJ, and two venues. Potential investors
should be aware of the difficulties normally encountered by development stage
companies and the high rate of failure of such enterprises.
In addition, there is no guarantee that we will be able to expand our business
operations. Even if we expand our operations, at present, we do not know
precisely when this will occur.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.
Our business condition, as indicated in our independent accountant's audit
report, raises substantial doubt as to our continuance as a going concern. To
date, we have completed only part of our business plan and we can provide no
assurance that we will be able to generate enough revenue from our events in
order to achieve profitability. It is not possible at this time for us to
predict with assurance the potential success of our business.
IF WE ARE UNABLE TO SIGN CONTRACTS WITH A SIGNIFICANT NUMBER OF VENUES FOR
THE USE OF THEIR FACILITIES, OUR BUSINESS WILL FAIL.
The success of our business requires that we enter into contracts with various
venues respecting the use of their facilities for our events. If we are unable
to conclude agreements with such venues, or if any agreements we reach with
them are not on favorable terms that allow us to generate profit, our business
will fail. To date, we have no written contracts with any venues.
IF WE ARE UNABLE TO FIND POPULAR DJ'S AND LIVE BANDS TO PERFORM AT OUR EVENTS,
OUR BUSINESS MAY FAIL
We will have to constantly deliver new and exiting entertainment to our
clientele. If we are unable to find popular performers or to reach agreements
with them on favorable terms that allow us to generate profit, our business
will fail.
IF WE ARE UNABLE TO ATTRACT ENOUGH PEOPLE TO OUR EVENTS, OUR BUSINESS WILL
FAIL.
Since our revenue comes almost exclusively from admission fees that our people
pay when they attend our events, we need to attract enough people to our events
in order to cover our costs. If we are unable to attract enough people to our
events, we will generate losses and our business to fail.
IF WE ARE UNABLE TO RETAIN KEY PERSONNEL, THEN WE MAY NOT BE ABLE TO IMPLEMENT
OUR BUSINESS PLAN
We depend on the services of our sole director, Artiom Balykin, for the future
success of our business. The loss of the services of Mr. Balykin could have an
adverse effect on our business, financial condition and results of operations.
We do not carry any key personnel life insurance policies on Mr. Balykin and we
do not have a contract for his services.
IF WE ARE NOT ABLE TO EFFECTIVELY RESPOND TO COMPETITION, OUR BUSINESS MAY FAIL
There are thousands of event promoters of various sizes that compete directly
with us. Some of these competitors have established businesses with substantial
following and valuable contacts. We will attempt to compete against these
groups by establishing networks of promoters who will keep in regular personal
contact with our clientele. We cannot assure you that such a marketing plan will
be successful or that competitors will not copy our business strategy.
Our inability to achieve profit and revenue due to competition will have an
adverse effect on our business, financial condition and results of operations.
BECAUSE OUR DIRECTOR AND OFFICER OWNS 57.14% OF OUR OUTSTANDING COMMON STOCK,
HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO
MINORITY SHAREHOLDERS.
Mr. Balykin, our director and officer, owns approximately 57.14% of the
outstanding shares of our common stock. Accordingly, he will have significant
influence in determining the outcome of all corporate transactions or other
matters, including the election of directors, mergers, consolidations and the
sale of all or substantially all of our assets, and also the power to prevent
or cause a change in control. The interests of Mr. Balykin may differ from the
interests of the other stockholders and may result in corporate decisions that
are disadvantageous to other shareholders.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS THE ABILITY TO SELL THE
STOCK.
Our shares constitute penny stock under the Exchange Act. The shares will
remain penny stock for the foreseeable future. "Penny stock" rules impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited
investors, that is, generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with a spouse. For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The broker-
dealer also must disclose the commissions payable to both the broker-dealer and
the registered representative and current quotations for the securities.
Finally, monthly statements must be sent disclosing recent price information on
the limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our shares of common stock. The
market price of our shares would likely suffer as a result.
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements.
You should not place too much reliance on these forward-looking statements.
Our actual results are most likely to differ materially from those anticipated
in these forward-looking statements for many reasons, including the risks faced
by us described in the "Risk Factors" section and elsewhere in this annual
report.
ITEM 2: DESCRIPTION OF PROPERTY
We do not ownership or leasehold interest in any property. Our president, Mr.
Artiom Balykin, provides us with office space and related office services free
of charge.
ITEM 3: LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against us.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of our fiscal year to a
vote of security holders, through the solicitation of proxies or otherwise.
PART II
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
Our shares of common stock were quoted on the OTC Bulletin Board on May 16,
2007 under the symbol "TGEV". However, during the fiscal year ended
September 30, 2007, no trades of our common stock occurred through the
facilities of the OTC Bulletin Board.
The quotations on the OTC Bulletin Board reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions.
We had 29 shareholders of record as at the date of this annual report.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities plus
the amount that would be needed to satisfy the rights of shareholders who
have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any
dividends in the foreseeable future.
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Our plan of operation for the twelve months following the date of this annual
report is to enter into agreements with Vancouver based night clubs and other
venues in order to secure access to establishments for our event. We will also
contact DJ's and live musicians with a local following in order to secure their
participation at our events.
We intend to contact all suitable venues in the Vancouver, British Columbia
area with a view to executing a venue rental agreement with us. We also plan to
contact and secure sponsors for our events during this period.
The expected costs of a typical event are outlined below. These figures assume
that we will not incur any venue rental costs:
Small Medium Large
Event Event Event
Costs: per capacity 400 800 3000
Design, theme, decorations $200 $300 $1,000
Printing flyers and posters $500 $700 $2,500
Advertising & Promotions $500 $800 $1,500
DJ/Performers $500 $700 $3,000
Equipment $100 $200 $2,000
Total: $1,800 $2,700 $10,000
We can not say with certainty that the revenue generated by our events will be
greater than the expenses incurred. In addition to organizational costs, in the
next 12 months, we anticipate spending $5,000 on general administrative costs
and $15,000 on administrative fees, including fees payable in connection with
the filing of this registration statement and complying with reporting
obligations.
We therefore expect to incur the following costs in the next twelve months in
connection with our business operations:
Organizational costs: $20,000
General administrative costs: $10,000
Total: $30,000
In addition, we anticipate spending an additional $10,000 on professional fees.
Total expenditures over the next 12 months are therefore expected to be
$40,000.
While we have sufficient funds on hand to continue business operations, we can
not guarantee the profitability of our events and therefore our cash reserves
may not be sufficient to meet our obligations for the next twelve-month period.
As a result, we may need to seek additional funding in the near future. We
currently do not have a specific plan of how we will obtain such funding;
however, we anticipate that additional funding will be in the form of equity
financing from the sale of our common stock.
We may also seek to obtain short-term loans from our directors, although no
such arrangement has been made. At this time, we cannot provide investors with
any assurance that we will be able to raise sufficient funding from the sale of
our common stock or through a loan from our directors to meet our obligations
over the next twelve months. We do not have any arrangements in place for any
future equity financing.
If we are unable to raise the required financing, we will be delayed in
conducting our business plan.
Our ability to generate sufficient cash to support our operations will be based
upon our promoting team's ability to attract enough people to our events.
Because we will be concentrating our efforts on executing agreements
and securing bookings during the next six months, we do not expect to realize
any significant revenue during that time. Once we have secured enough booking
contracts, we will concentrate our efforts on growing our network of promoters
and finding performers that will appeal to our clientele.
In addition to our proposed business plan, we continue to review other
potential partnerships and acquisition opportunities in entertainment and other
sectors that may be advantageous to our company in terms of maximizing
shareholder value. If such a business opportunity will present itself, we may
decide to pursue it, changing the course of our business plan.
RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2007
We did not earn any revenues during the fiscal year ended September 30, 2007.
We have not fully implemented our promotional strategy and can therefore
provide no assurance that our business model and plan is economically feasible.
We incurred operating expenses in the amount of $43,028 for the year ended
September 30, 2007. These operating expenses were comprised of Bank charges and
interest of $173, Filing and Transfer Agent Fes of $12,155, Management Fees of
$6,000, Office Expenses of $600 and Professional Fees of $24,100.
Our net loss in fiscal 2007 ($43,028) was higher than in fiscal 2006 ($1,170)
primarily due to the incurrence of filing and transfer agent fees, and an
increase in professional fees.
We have not attained profitable operations and are dependent upon obtaining
financing to complete our proposed business plan. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.
ITEM 7: FINANCIAL STATEMENTS
TAG EVENTS CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS' DEFICIT
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Tag Events Corp.:
We have audited the accompanying balance sheets ofTag Events Corp. (a
development stage company) as of September 30, 2007 and 2006 and the related
statements of operations and cash flows for the year ended September 30, 2007,
the period from July 18, 2006 (inception)to September 30, 2006. These financial
statements arethe responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of Tag Events Corp. as of September 30,
2007 and 2006 and the results of its operations and its cash flows for
the year ended September 30, 2007, the period from July 18, 2006
(inception) to September 30, 2006, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has not generated revenues since
inception, has incurred losses in developing its business, and further losses
are anticipated. The Company requires additional funds to meet its
obligations and the costs of its operations. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans in this regard are described in Note 1. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS
Vancouver, Canada
November 4, 2007
TAG EVENTS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
September 30, September 30,
2007 2006
CURRENT ASSETS
Cash $11,308 $18,330
TOTAL ASSETS $11,308 $18,330
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and
accrued liabilities $10,006 $-
Due to related party (Note 5) 19,000 -
TOTAL CURRENT LIABILITIES 29,006 -
CONTINGENCY (Note 1)
STOCKHOLDERS' EQUITY
Common stock (Note 3)
Authorized:
75,000,000 common shares with a par value of $0.001
Issued and outstanding:
5,250,000 common shares
(2006: 5,200,000) 5,250 5,200
Additional paid-in-capital 21,250 14,300
Deficit accumulated
during the development stage (44,198) (1,170)
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (17,698) 18,330
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $11,308 $18,330
SEE ACCOMPANYING NOTES
TAG EVENTS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Year July 18, 2006 July 18, 2006
Ended (Inception) to (Inception) to
September September September
30, 2007 30, 2006 30, 2007
EXPENSES
Bank charges and interest $173 $34 $207
Filing and transfer agent 12,155 - 12,155
fees
Management fees (Note 5) 6,000 1,000 7,000
Office expenses 600 136 736
Professional fees 24,100 - 24,100
NET LOSS $(43,028) $(1,170) $(44,198)
LOSS PER SHARE - BASIC AND
DILUTED $(0.01) $(0.00)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING- BASIC
AND DILUTED 5,245,205 3,437,162
SEE ACCOMPANYING NOTES
TAG EVENTS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
FROM JULY 18, 2006 (INCEPTION) TO SEPTEMBER 30, 2007
DEFICIT
ACCUMULATED
NUMBER OF PAR ADDITIONAL DURING THE
COMMON VALUE PAID-IN- DEVELOPMENT
SHARES CAPITAL STAGE TOTAL
July 31, 2006
Subscribed for cash at
$0.001 3,500,000 $3,500 $- $- $3,500
August 31, 2006
Subscribed for cash at
$0.001 1,000,000 1,000 - - 1,000
August 31, 2006
Subscribed for cash at
$0.02 350,000 350 6,650 - 7,000
September 30, 2006
Subscribed for cash at
$0.02 350,000 350 6,650 - 7,000
Donated services - - 1,000 - 1,000
Net loss - - - (1,170) (1,170)
Balance, September 30, 2006 5,200,000 5,200 14,300 (1,170) 18,330
October 1, 2006
Subscribed for cash at
$0.02 50,000 50 950 - 1,000
Donated services - - 6,000 - 6,000
Net loss - - - (43,028) (43,028)
Balance, September 30, 2007 5,250,000 $5,250 $21,250 $(44,198)$(17,698)
SEE ACCOMPANYING NOTES
TAG EVENTS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
YEAR JULY 18, 2006 JULY 18, 2006
ENDED (INCEPTION) TO (INCEPTION) TO
SEPTEMBER SEPTEMBER SEPTEMBER
30, 2007 30, 2006 30, 2007
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $(43,028) $(1,170) $(44,198)
Non-cash item:
Donated services 6,000 1,000 7,000
Change in non-cash working
capital item:
Accounts Payable 10,006 - 10,006
Net cash used in
operations (27,022) (170) (27,192)
CASH FLOWS FROM
FINANCING ACTIVITIES
Shares issued for cash 1,000 18,500 19,500
Related party advances 19,000 - 19,000
Net cash provided by
financing activities 20,000 18,500 38,500
Net increase (decrease)
in cash (7,022) 18,330 11,308
Cash, beginning 18,330 - -
Cash, ending $11,308 $18,330 $11,308
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $- $- $-
Taxes $- $- $-
SEE ACCOMPANYING NOTES
TAG EVENTS CORP.
(A Development Stage
Company)
Notes To The Financial Statements
September 30, 2007
1. NATURE AND CONTINUANCE OF OPERATIONS
Tag Events Corp. (the "Company") was incorporated under the laws of State of
Nevada, U.S. on July 18, 2006. The Company is in the business of organizing
events. The Company is considered to be a development stage company and has
not generated any revenues from operations.
These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course ofbusiness for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated
deficit of $44,198 as at September 30, 2007 and further losses are anticipated
in the development of its business raising substantial doubt about the
Company's ability to continue as a going concern. The ability to continue
as a going concern is dependent upon the Company generating profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management intends to finance operating costs over the
next twelve months with existing cash on hand and loans from directors and or
private placement of common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and
are presented in US dollars.
Development Stage Company
The Company complies with the Financial Accounting Standards Board Statement
No. 7, its characterization of the Company as a development stage enterprise.
Use of Estimatesand Assumptions
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 period. Actual results
could differ from those estimates.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are
translated into their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date. Non monetary assets and
liabilities are translated at the exchange rates prevailing on the transaction
date. Revenue and expenses are translated at average rates of exchange during
the year. Gains or losses resulting from foreign currency transactions are
included in results of operations.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and accrued liabilities and
amounts due to related party approximates their fair value because of the short
maturity of these instruments. Unless otherwise noted, it is management's
opinion the Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments.
TAG EVENTS CORP.
(A Development Stage Company)
Notes To The Financial Statements
September 30, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
The Company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. At September 30, 2007 a full deferred tax asset valuation
allowance has been provided and no deferred tax asset has been recorded.
Basic and Diluted Loss Per Share
The Company computes loss per share in accordance with SFAS No. 128,
"Earnings per Share" which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic loss per
share is computed by dividing net loss available to common shareholders by the
weighted average number of outstanding common shares during the period. Diluted
loss per share gives effect to all dilutive potential common shares
outstanding during the period. Dilutive loss per share excludes all potential
common shares if their effect is anti-dilutive. The Company has no potential
dilutive instruments and accordingly basic loss and diluted loss per share are
equal.
Stock-based Compensation
A. The Company accounts for all stock-based awards in accordance with the
fair value method for accounting in accordance with SFAS No. 123R. The
fair value accounting for stock-based compensation awards are calculated
using the Black-Scholes option pricing model. To September 30, 2007 no
stock options have been granted.
Recent Accounting Pronouncements
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities". This Statement permits
entities to choose to measure many financial assets and financial
liabilities at fair value. Unrealized gains and losses on items for which
the fair value option has been elected are reported in earnings. SFAS
No. 159 is effective for fiscal years beginning after November 15, 2007.
The Company is currently assessing the impact of SFAS No. 159 on its
financial position and results of operations.
3. COMMON STOCK
The total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of one tenth of one cent ($0.001)
per share and no other class of shares is authorized. During the period ended
September 30, 2006, the Company issued 5,200,000 common shares for total cash
proceeds of $18,500. During the year ended September 30, 2007 the Company
issued 50,000 common shares for total cash proceeds of $1,000.
TAG EVENTS CORP.
(A Development Stage Company)
Notes To The Financial Statements
September 30, 2007
4. INCOME TAXES
As of September 30, 2007, the Company had net operating loss carry forwards
of approximately $44,000 that may be available to reduce future years' taxable
income through 2026. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
5. RELATED PARTY TRANSACTIONS
At September 30, 2007 the Company owed a shareholder $19,000 (2006: nil)
for cash advances. This amount is non-interest bearing, unsecured and payable
upon demand.
The Company recognized donated services by a director of the Company for
management fees, valued at $500 per month, totaling $6,000 for the year ended
September 30, 2007 (2006: $1,000). Related party transactions are
measured at the exchange amount, which is the amount agreed to between the
related parties.
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 8A: CONTROLS AND PROCEDURES
EVALUTION OF DISCLOSURE CONTROLS
We evaluated the effectiveness of our disclosure controls and procedures as of
the end of the 2007 fiscal year. This evaluation was conducted with the
participation of our chief executive officer and our principal accounting
officer.
Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we
file pursuant to the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported.
LIMITATIONS ON THE EFFECTIVE OF CONTROLS
Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only
reasonable, but no absolute, assurance that the objectives of a control
system are met. Further, any control system reflects limitations on
resources, and the benefits of a control system must be considered relative to
its costs. These limitations also include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people or by
management override of a control. A design of a control system is
also based upon certain assumptions about potential future conditions;
over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and may not be detected.
CONCLUSIONS
Based upon his evaluation of our controls, the chief executive officer and
principal accounting officer has concluded that, subject to the limitations
noted above, the disclosure controls are effective providing reasonable
assurance that material information relating to us is made known to management
on a timely basis during the period when our reports are being prepared. There
were no changes in our internal controls that occurred during the quarter
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.
PART III
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Name Age Position with Registrant Served as a
Director or
Officer Since
Artiom Balykin 28 President, C.E.O, July 18, 2006
Secretary, Treasurer,
principal accounting
officer, principal
financial officer and
director
The following describes the business experience of the Company's directors and
executive officers, including other directorships held in reporting companies:
MR. BALYKIN has acted as our President and as a director since our
incorporation on July 18, 2006. Mr Balykin devotes about 20% of his business
time to planning and organizing events for Tag Events Corp. From June 2006 to
present, Mr. Balykin has worked as a self-employed consultant providing
administrative services to various companies. From September 2004 to July
2006, he was involved in event planning in rented halls and nightclubs. During
the same time, Mr Balykin was also involved in marketing and finding new
placements for an entertainment company involved in the distribution of arcade
games. From September 2000 to April 2005, Mr. Balykin was a full time business
student at the University of British Columbia's Sauder School of Business. He
graduated with a Bachelor of Commerce degree in May 2005.
All directors are elected annually by our shareholders and hold office until
the next Annual General Meeting. Each officer holds office at the pleasure
of the board of directors. No director or officer has any family relationship
with any other director or officer.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and
directors, and persons who beneficially own more than 10% of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than
10% shareholders are required by SEC regulation to furnish us with copies
of all Section 16(a) forms they file. Based on our review of the copies of
such forms we received, we believe that during the fiscal year ended
September 30, 2007 all such filing requirements applicable to our
officers and directors were complied with exception that reports were filed
late by the following persons:
Of late Not Timely Failures
Reports Reported To File a
Name and principal position Required
Form
--------------------------- -------------- ----------- -----------
Artiom Balykin 0 0 0
(President, Secretary,
Treasurer, and director)
ITEM 10: EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all
capacities to us for the fiscal year ended September 30, 2007.
Annual Compensation Long Term Compensation
Other Restricted LTIP
Name Annual Stock Options/ Payouts All Other
& Title Year Salary Bonus Compensation Awarded SARs (#) ($) Compensation
Artiom 2007 $0 0 0 0 0 0 0
Balykin
President,
Secretary
and
Treasurer
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding the beneficial ownership
of our shares of common stock at September 30, 2007, by (i) each person known
by us to be the beneficial owner of more than 5% of our outstanding shares of
common stock, (ii) each of our directors, (iii) our executive officers, and
(iv) by all of our directors and executive officers as a group. Each person
named in the table, has sole voting and investment power with respect to all
shares shown as beneficially owned by such person and can be contacted at our
executive office address.
TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT
CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
COMMON Artiom Balykin, 3,000,000 57.14%
STOCK President, Chief
Executive Officer,
Secretary, Treasurer
and Director
1239 West Georgia Street
Suite 1208, Vancouver,
BC V6E 4R8
COMMON All officers and directors 3,000,000 57.14%
STOCK as a group that consists
of one person
The percent of class is based on 5,250,000 shares of common stock issued and
outstanding as of the date of this annual report.
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of our directors or officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all of our outstanding
shares, nor any promoter, nor any relative or spouse of any of the foregoing
persons has any material interest, direct or indirect, in any transaction since
our incorporation or in any presently proposed transaction which, in either
case, has or will materially affect us.
Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between our business and their other business interests. In the event
that a conflict of interest arises at a meeting of our directors, a director
who has such a conflict will disclose his interest in a proposed
transaction and will abstain from voting for or against the approval of such
transaction.
ITEM 13: EXHIBITS AND REPORTS
Exhibits
3.1* Articles of Incorporation
3.2* Bylaws
31.1 Certification pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934
31.2 Certification pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934
32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
* filed as an exhibit to our registration statement on Form SB-2
dated February 8, 2007
Reports on Form 8-K
We did not file any reports on Form 8-K during the last quarter of fiscal 2007.
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our principal accountants, Dale Matheson Carr-Hilton LaBonte, Chartered
Accountants, rendered invoices to us during the fiscal periods indicated for
the following fees and services:
Fiscal year ended Fiscal year ended
September, 2006 September 30, 2007
Audit fees $5,000 $5,000
Audit-related fees Nil Nil
Tax fees Nil Nil
All other fees Nil Nil
Audit fees consist of fees related to professional services rendered in
connection with the audit of our annual financial statements, the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.
Our policy is to pre-approve all audit and permissible non-audit services
performed by the independent accountants. These services may include audit
services, audit-related services, tax services and other services. Under our
audit committee's policy, pre-approval is generally provided for particular
services or categories of services, including planned services, project based
services and routine consultations. In addition, we may also pre-approve
particular services on a case-by-case basis. We approved all services that our
independent accountants provided to us in the past two fiscal years.
SIGNATURES
Pursuant to the requirements of Section 13 and 15 (d) 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.
Tag Events Corp.
By /s/ Artiom Balykin
Artiom Balykin
President, CEO, Treasurer, Secretary & Director
Date: November 29, 2007
In accordance with the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
By /s/ Artiom Balykin
Artiom Balykin
President, CEO, Treasurer, Secretary & Director
Date: November 29, 2007