10-K 1 form10knov2007.txt MAIN DOCUMENT 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